SEBI (Listing Obligations and Disclosure Requirements) Regulations, - - PowerPoint PPT Presentation

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

S.SUDHAKAR VICE-PRESIDENT – CORPORATE SECRETARIAL RELIANCE INDUSTRIES LIMITED

S.Sudhakar, RIL 1

Disclaimer

• Views expressed are of my own as a professional and not of the Organisation

in which I am employed

• Since the Listing Regulations are new and are yet to come into force, views

expressed are of my own and to the extent of my understanding and interpretation

2 S.Sudhakar, RIL

Commencement of Regulations

• SEBI notified SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015, on September 2, 2015, which shall come into force from December 1, 2015 (a time period of 90 days was given for its implementation)

• These Regulations would replace the existing Listing Agreement
• Following two provisions shall come into force with immediate effect:
• Passing of an ordinary resolution instead of a special resolution for all material

related party transactions - Regulation 23(4)

• Reclassification of promoters as public shareholders under various circumstances –

Regulation 31A

• 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

S.Sudhakar, RIL 3

Commencement of Regulations (contd….)

• The listing regulations would consolidate and streamline the

provisions of the existing listing requirements for different segments

• f the capital market
• 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
• The Regulations are divided into XII chapters and IX schedules

S.Sudhakar, RIL 4

Introduction

• According to Section 2 (52) of the Companies Act, 2013, listed

company means a company which has any of its securities listed on any recognised stock exchange.

• This means that if a private limited company has its debt securities

listed on any recognised stock exchange, then such company is under the ambit of listed company category for complying with the Companies Act, 2013 and the rules and regulations made thereunder.

• In Listing Regulations 2015, the term ‘listed entity’ is used instead of

‘listed company’ to cover the appropriate entities under the ambit of this regulation as some listed entities may or may not be the companies but are body corporates

S.Sudhakar, RIL 5

Main Features

• Guiding Principles (chapter – II)
• Regulations provided with the broad principles (in line with IOSCO) and
• principles for corporate governance (in line with OECD)
• IOSCO means - International Organisation of Securities Commissions) ) for periodic

disclosures – an association of organisations that regulate the world’s securities and futures markets. Members are typically the Security Commission or the main financial regulator from each country

• OECD means – Organisation for Economic Co-operation and Development
• 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

• Common Obligations (chapter – III) – obligations common to all listed

entities have been enumerated at one place

S.Sudhakar, RIL 6

Main Features (contd….)

• Ease of reference – related provisions are aligned and provided at a

common place. For example disclosure of events or information which may be material or price sensitive spread across the listing agreement, have been provided as a schedule to the Regulations

• Similarly all disclosures to be made on the website have been enumerated

at one place and requirements pertaining to annual report have been combined

• Where ever necessary Listing Regulations have been aligned with the

provisions of the Companies Act, 2013

• Listing Agreement –
• a 2 page agreement is to be signed by the listed entity while getting its securities

listed.

• existing listed entities to sign such agreement within 6 months of the notification of

the regulations

S.Sudhakar, RIL 7

Consolidation & Streamlining

• The Listing Regulations would consolidate and streamline the provisions of

the existing listing requirements for different segments of the capital markets viz-

• Equity (including convertibles) issued by entities listed on the Main Board of the

stock exchanges

• Small and Medium enterprises listed on SME exchange and Institutional Trading

platform

• non-convertible debt securities, non-convertible preference shares
• Indian Depository Receipts
• securitised debt instruments
• units issued by mutual funds
• By consolidating into one document the regulations thus provide ease of

reference across various types of securities

S.Sudhakar, RIL 8

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 9

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 10

Schedules

SCHEDULE NO CONTENTS 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 11

Definitions

S.Sudhakar, RIL 12

Designated Securities

• Designated Securities means
• Specified securities
• 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

S.Sudhakar, RIL 13

Listed entities

• Listed entity – means
• an entity which has listed on recognised stock exchange(s), the designated

securities issued by it or

• designated securities issued under schemes managed by it, in accordance

with the listing agreement entered into between the entity and the recognised stock exchanges

S.Sudhakar, RIL 14

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

S.Sudhakar, RIL 15

Main Board

• Main Board means as defined in 106N(1)(a) of SEBI (Issue of Capital

and Disclosure Requirements) Regulations 2009

S.Sudhakar, RIL 16

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 18

• Related Party Transaction means – transfer of resources, services or
• bligations 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

S.Sudhakar, RIL 17

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

S.Sudhakar, RIL 18

Principles of governing disclosures & obligations (chapter – II)

S.Sudhakar, RIL 19

Principles governing disclosures &

• bligations
• Listed entities shall make disclosures and abide by its obligations in

accordance with the following principles

• These Governing principles are applicable to all listed entities
• The principles raise the bar of Corporate Governance

S.Sudhakar, RIL 20

Principles governing disclosures &

• bligations (contd ….)
• Primarily these are covered under clause 49(1) of the Listing Agreement
• Financial disclosures shall be prepared and disclosed in accordance with the applicable

accounting standards

• In the preparation of financial statements the accounting standards shall be

implemented in letter and spirit, in the interest of all stakeholders

• Annual audit is to be conducted by an independent, competent and qualified auditor
• Refrain from making misrepresentations and furnishing misleading information
• Provide adequate and timely information to the exchanges and investors
• Disseminations shall be - adequate, accurate, explicit, timely and presented in a simple

language

• Event based or periodical filings, reports, statements, documents and information shall

contain relevant information

• Such filings etc shall enable investors to assess the current status of the listed entity

S.Sudhakar, RIL 21

Objectives of Principles of Governing disclosures

• Listed entities shall comply with the corporate governance provisions as

specified in Chapter IV, which shall be implemented in a manner to achieve the objectives of the principles as under

• Protect and facilitate the exercise of various rights of shareholders
• Provide adequate and timely information to shareholders
• Equitable treatment of all shareholders, including minority and foreign shareholders
• Recognise the rights of the stakeholders and encourage co-operation between the

listed entity and the stakeholders. Devise an effective whistle blower mechanism for stakeholders

• Timely and accurate disclosures on all material matters, including the financial

situation, performance, ownership and governance of the listed entity

• Board of Directors to discharge various responsibilities – enormous responsibilities
• In case of any ambiguity or incongruity between the principles and the

relevant regulations the principles shall prevail

S.Sudhakar, RIL 22

Common obligations of the listed entity (chapter – III) Regulations 5 to 14

S.Sudhakar, RIL 23

5 General obligations for compliance

• These obligations are common to all listed entities
• Irrespective of the type of security listed, the listed entities have to

comply with these obligations

• Listed entities shall ensure that KMPs, Directors, Promoters or any
• ther person dealing with the listed entity complies with the

responsibilities and obligations, assigned to them under this chapter

S.Sudhakar, RIL 24

6 Obligations of Compliance Officer

• Qualified Company Secretary is to be appointed as Compliance Officer
• The compliance officer is responsible for
• Ensuring conformity with applicable regulatory provisions
• Co-ordinate with SEBI, stock exchanges and Depositories with respect to

compliance with rules, regulations and other directives

• Ensure correct procedures have been followed, to ensure correctness,

authenticity and comprehensiveness of filings

• Monitor investor grievance redressal

S.Sudhakar, RIL 25

7 Share Transfer Agent

• For share transfers a share transfer agent may be appointed or may be managed in house
• If such facility is provided in house, and the number of holders of securities exceeds one

lakh, the listed entity shall either register with SEBI as a category II share transfer agent

• r appoint a share transfer agent registered with SEBI
• Submit a compliance certificate to the exchanges, duly signed by both the compliance
• fficer and the authorised representative of share transfer agent, wherever applicable,

within one month of end of each half of the financial year, certifying that share transfer facility is either in house or through share transfer agent

• In case of any change or appointment of new share transfer agent, a tripartite agreement

is to be entered into between the listed entity, existing and the new share transfer agent

• Intimate such appointment to the exchanges within 7 days of entering into an agreement
• Such agreement shall be placed before the board of directors at the subsequent meeting

S.Sudhakar, RIL 26

Other miscellaneous obligations

• Listed entity shall co-operate and submit correct and adequate information

to the intermediaries registered with SEBI, such as credit rating agencies, registrar to an issue and share transfer agent, debenture trustee etc

• There should be a 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

• Scheme of arrangements / amalgamations / mergers / reconstruction /

reduction of capital etc shall not violate, over ride or limit the provisions of any securities laws or requirement of exchanges

S.Sudhakar, RIL 27

Other miscellaneous obligations (contd….)

• For payment of dividend, interest and redemption or repayment amounts, the listed

entity shall use any of the electronic mode of payment facility approved by RBI

• Where payment under electronic mode is not possible, payable-at-par warrants or

cheques may be issued

• Where dividend payment exceeds Rs. 1,500 the payable-at-par warrants or cheque shall

be sent by speed post

• Ensure registration on SCORES or such other electronic platform for investor complaints
• Ensure adequate steps are taken for expeditious redressal of investor complaints
• Within 21days from the end of each quarter, file with exchanges a statement giving the

number of complaints pending at the beginning received and disposed off during the quarter and remaining unresolved at the end of the quarter

• Such statement shall be placed before the board of directors on quarterly basis
• Listed entities shall pay fee and other charges applicable to the stock exchanges

S.Sudhakar, RIL 28

Action points

• To appoint a qualified company secretary as the compliance officer
• In case share registry is in house and number of shareholders are over one lakh
• to appoint a share transfer agent registered with SEBI or to obtain registration with SEBI as

category II share transfer agent

• To submit half yearly compliance certificate duly signed by the compliance officer

and authorised representative of share transfer agent

• In case of change of share transfer agent, to enter into a tripartite agreement and

place copy of the same before the board at its next meeting

• To formulate a policy for preservation of documents
• To ensure registration on SCORES platform and file a statement on investor

complaints on quarterly basis

• Ensure timely payment of listing fee

S.Sudhakar, RIL 29

Obligations of listed entity which has listed its specified securities (chapter – IV) - Regulations 15 to 48

S.Sudhakar, RIL 30

APPLICABILITY

• Applicable to - all listed entities which have listed its specified

securities on any recognised stock exchange(s), either on the main board or on SME Exchange or on institutional trading platform

• Corporate Governance norms specified in regulations 17 to 27 and

clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D, E

• f Schedule V shall not apply in respect of
• Listed entity having paid-up equity share capital not exceeding Rs 10 crore

and net worth not exceeding Rs 25 crore as on the last date of the previous financial year

• In case to the aforesaid entities cross the specified limits they shall comply

with the regulations within 6 months from the date they become applicable

• Entity which has listed its specified securities on the SME exchange

S.Sudhakar, RIL 31

APPLICABILITY (contd…..)

• Also not applicable to
• other listed entities which are not companies, but are body corporates or are

subject to regulations under other statutes Corporate Governance norms specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D, E of Schedule V shall apply to the extent that it does not violate their respective statutes and guidelines or directives issued by the relevant authorities

S.Sudhakar, RIL 32

16 Definitions

• ‘Control’ – shall have the same meaning as assigned under SEBI (substantial

acquisition of shares and takeovers) Regulations, 2011

• ‘Independent Directors’ – same definition as per clause 49
• Material subsidiary – means a subsidiary, whose income or net worth

exceeds 25% of the consolidated income or net worth respectively of these listed entity and its subsidiaries in the immediately preceding accounting year (in clause 49 this was – investment in the subsidiary exceeds 25% of the consolidated net worth or if the subsidiary has generated 25% of the consolidated income of the company).

• The earlier concept of ‘material non-listed Indian subsidiary’ has been done away
• with. Hence even overseas subsidiary is also to be considered
• Listed entity shall formulate a policy for determining ‘material subsidiary’

S.Sudhakar, RIL 33

Corporate Governance – Schedule II

• Minimum information to be placed before the board of directors -

Regulation 17(7)

• Compliance certificate to be given by CEO & CFO – Regulation 17 (8)
• Role of the audit committee and review of information – Regulation

18(3)

• Role of Nomination and Remuneration Committee and Stakeholder

Relationship Committee – Regulation 19(4) and 20(4)

• Discretionary requirements – Regulation 27(1) (non-mandatory)

S.Sudhakar, RIL 34

Clause 49 vis-a-viz new Regulations 17 to 27

• Provisions under clause 49 of the erstwhile listing agreement have

been brought under Regulations 17 to 27

• More or less the provisions remains the same except for a few

changes

• A new provision has been brought in respect of the Audit Committee in

Regulation 18 (1) (f) that “occasionally the audit committee may meet without the presence of any executives of the listed entity”

• Applicability of Risk Management Committee has been brought in the

Regulations itself under Regulation 21 (5), stating that “the provisions of this regulation shall be applicable to top 100 listed entities determined on the basis of market capitalisation, as at the end of the immediate previous financial year”

S.Sudhakar, RIL 35

23 Related party transactions

• Listed entities shall formulate a policy on materiality of related party transaction and on dealing

with related party transactions

• A transaction with a related party shall be considered material, if the transaction(s) to be entered

into individually or taken together with previous transactions during a financial year, exceeds 10%

• f the annual consolidated turnover of the listed entity as per the latest audited financial

statements

• Prior approval of the audit committee is required and omnibus bus approval may be given
• All material related party transactions shall require approval of the shareholders through a

resolution

• Related parties shall abstain from voting on such resolutions, whether the entity is a related party

to the particular transaction or not - Regulation 23(4)

• These provisions shall be applicable to all prospective transactions
• Pursuant to Regulation 23 (8), all existing material related party contracts or arrangements

entered into prior to the date of notification of these regulations and which may continue beyond such date shall be placed for approval of the shareholders in the first General Meeting subsequent to notification of these regulations

S.Sudhakar, RIL 36

Clause 49 vis-a-viz new Regulations 17 to 27 contd…

• Regulation 25(5) – an independent director shall be held liable, only in

respect of such acts of omission or commission by the listed entity which had occurred with his knowledge, attributable through processes of board

• f directors and with his consent or connivance or where he had not acted

diligently with respect to the provisions contained in these regulations. This is in alignment with section 149 (12) of the Companies Act, 2013

• Regulation 25(6) – an independent director who resigns or is removed from

the directorship shall be replaced at the earliest but not later than the immediate next board meeting or three months form the date of such vacancy which ever is later. This is in alignment with Rule 4 of the Companies (appointment and qualification of directors) Rules 2014

S.Sudhakar, RIL 37

Clause 49 vis-a-viz new Regulations 17 to 27 contd…

• Audit Committee shall mandatorily review the statement of

deviations:

• Quarterly statement of deviations including report of monitoring agency, if

applicable, submitted to stock exchanges in terms of Regulation 32(1)

• Annual statement of funds utilised for purposes other than those stated in

the offer document/prospectus/notice in terms of Regulation 32(7)

• Role of NRC is also to review whether to extend or continue the term
• f the independent director, on the basis of the report of

performance evaluation of independent directors

S.Sudhakar, RIL 38

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

• 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

S.Sudhakar, RIL 39

28 In principle approval

• Listed entity before issuing securities shall obtain in principle approval form

the recognised stock exchanges as under:

• Securities are listed only on Exchanges having nationwide terminals, from all such

stock exchanges

• Securities are not listed on Exchanges having nationwide terminals, from all stock

exchanges on which the securities are proposed to be listed

• Securities are listed on Exchanges having nationwide terminals and on exchanges not

having nationwide terminals, from all stock exchanges having nationwide terminals

• Obtaining in principle approval shall not be applicable for securities issued,

pursuant to the scheme of arrangement for which the listed entity has

• btained no-objection letter in accordance with Regulation 37

S.Sudhakar, RIL 40

29 Prior Intimations

• Prior intimation to stock exchanges shall be given, about the meeting
• f the Board of Directors in which any of the following proposals are

due to be considered

• Financial results – quarterly, half yearly or annual, as the case may be
• Proposal for buy-back of securities
• Proposal for voluntary delisting
• Fund raising by way of further public offer, rights issue, ADR/GDR issue, FCCB,

QI placement, debt issue, preferential issue or any other method and for determination of issue price

S.Sudhakar, RIL 41

Prior Intimations (contd…)

• Intimation shall also be given in case of any AGM or EGM or postal ballot,

proposed for obtaining shareholder approval for further fund raising indicating the type of issuance

• Declaration / recommendation or passing over of dividend
• Issue of convertible securities, including convertible debentures or of

debentures or of debentures carrying a right to subscribe to equity shares

• r the passing over of dividend
• Proposal for declaration of bonus securities, where such proposal is part of

the agenda

• In case declaration of bonus is not on the agenda, prior intimation is not

required

S.Sudhakar, RIL 42

Number of days advance intimation

• An advance intimation of at least two working days shall be given,

excluding the date of the intimation and the date of the meeting for the aforesaid events

• For consideration of financial results, an advance intimation of at least 5

days in advance (excluding the date of the intimation and date of the meting) (here it is not working days)

• In the intimation date of the meeting of the board of directors to be given
• For placing the following proposals before the Board, an advance

intimation of 11 working days shall be given

• Alteration in the form or nature of any of its securities that are listed or in the rights
• r privileges of the holders thereof
• 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

S.Sudhakar, RIL 43

30 Disclosure of events or information

• Events or information which are material in the opinion of the Board of Directors

shall be disclosed

• Events specified in para A of part A of schedule III are deemed to be material events and shall

be disclosed

• Events specified in para B of part A of schedule III shall be disclosed based on application of

guidelines for materiality specified under sub-regulation 4 of Regulation 30

• Criteria for determination of materiality of event / information -
• Omission of an event or information, likely to results in discontinuity or alteration of an event
• r information already available publicly
• Omission of an event or information is likely to result in significant market reaction if the

same come to light at a later date

• In the opinion of the board of directors of the listed entity, the event or information is

considered to be material

• Listed entity shall frame a policy for determination of materiality, duly approved

by the board of directors and shall be disclosed on its website

S.Sudhakar, RIL 44

Events deemed to be material events – para A of Part A of Schedule III

• Acquisitions, scheme of arrangements, sale or disposal of units or any other restructuring
• Issuance or forfeiture of securities, split or consolidation of shares, buy-back of securities, any

restrictions on transferability of securities or alteration in terms of structure of existing securities

• Revision in credit ratings
• Outcome of meetings of Board of Directors - shall be disclosed within 30 minutes (as against 15

minutes earlier) of the closure of the meeting

• Declaration / recommendation of Dividend or cash bonuses and date of payment
• Cancellation of dividend with reasons
• Buyback of securities
• Fund raising proposals
• Issue of bonus shares
• Reissue of forfeited shares
• Alteration of capital
• Financial results
• Voluntary delisting

S.Sudhakar, RIL 45

Events deemed to be material events (contd…)

• Agreements – shareholder agreements, joint venture agreements, family settlement agreements (to the

extent of its impact on the management and control of the listed entity), agreement / treaty/contracts with media companies

• Fraud /defaults by promoter or KMPs or any arrest of KMP or promoter (Directors are not included here.

They are covered in part B)

• Change in Directors or KMPs, Auditor and compliance officer
• Appointment of discontinuation of share transfer agent
• Corporate debt restructuring
• One time settlement with bank
• Reference to BIFR and winding up petitions
• Issuance of notices, call letters, resolutions and circulars sent to shareholders, debenture holders or creditors
• r any class of them
• Proceedings of AGM/EGMs
• Amendments to Memorandum & Articles
• Schedule of analyst or institutional investor meet and presentations made to them

S.Sudhakar, RIL 46

Events to be disclosed upon application of guidelines of materiality -para A of Part A of Schedule III

• Commencement or postponement of commercial production or commercial
• perations of any unit / division
• Change in general character or nature of business or closure of operations
• Capacity addition or product launch
• Awarding/bagging/amending contracts / orders not in the normal course of

business

• Any loan agreements or other agreements not in the normal course of business
• Disruption of operations – force majeure events
• Effects arising out of changes in regulatory framework
• Litigations/disputes/regulatory actions with impact
• Fraud/defaults etc by directors (other than KMPs) or employees

S.Sudhakar, RIL 47

Events to be disclosed upon application

• f guidelines of materiality (contd…)
• ESOP /ESPS schemes
• Giving guarantees or indemnity or becoming a surety for any third party
• Granting/withdrawal/surrender/cancellation or suspension of any license or

regulatory approvals

• Any major developments likely to affect business - example

emergence of new technologies, expiry of patents, change in accounting policies having significant impact,

• Other information as specified by the Board from time to time

S.Sudhakar, RIL 48

Materiality of events / information

• Board shall authorise one or more KMPs to determine materiality for the purpose
• f making disclosures.
• Contact details of such authorised personnel shall be disclosed to stock

exchanges and also on the entity’s website

• Listed entity shall disclose all events specified in Part A of schedule III i.e. both

para A and para B as soon as reasonably possible but not later than 24 hours from the occurrence of the event

• If disclosure is made after 24 hours explanation for delay is to be provided
• Certain events specified in sub-para 4 of para A shall be disclosed within 30

minutes of conclusion of the board meeting – dividend, buy-back of securities, fund raising, bonus issue, financial results, voluntary de-listing etc

• These disclosures are to be updated on material developments till such time the

events or closed or resolved

S.Sudhakar, RIL 49

Materiality of events / information (contd ….)

• All disclosures made to the stock exchanges shall be hosted on the website
• f the listed entity, for a minimum period of 5 years, and thereafter as per

the archival policy of the listed entity

• Events or information with respect to subsidiaries which are material shall

also be disclosed

• Shall provide specific and adequate reply to all queries raised by stock

exchanges

• Listed entity on its own confirm or deny any reported event / information
• Any other information which is not referred to in para A or B of Part A of

schedule III, which may have material effect, adequate disclosure shall be given

S.Sudhakar, RIL 50

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

• Listed entity shall comply with circulars or directions issued with respect to

maintenance of shareholding in demat form

S.Sudhakar, RIL 51

31A Disclosure of class of shareholders & conditions for re-classification

• All entities falling under promoter and promoter group shall be

disclosed separately in the shareholding pattern, in accordance with the formats specified by SEBI

• Stock exchanges shall allow modification or reclassification of the

status of the shareholders, only upon receipt of a request from the concerned listed entity or the concerned shareholders, along with relevant evidence

• In case entity is listed on more than one exchange, the exchanges

shall jointly decide

• In case of transmission/succession/inheritance, the inheritor shall be

classified as promoter

S.Sudhakar, RIL 52

31A Disclosure of class of shareholders & conditions for re-classification (contd….)

• When a new promoter replaces the previous promoter subsequent to

an open offer or in any other manner, reclassification may be permitted subject to approval of shareholders and compliance of the following conditions

• Such promoter (existing) along with the promoter group or persons acting in

concert shall not hold more than ten percent of the paid up capital

• Such promoter shall not continue to have any special rights through formal or

informal arrangements and special rights if any, shall be terminated

• Such promoter shall not act as KMP for a period of more than three years

from the date of approval of shareholders provided that Shareholders must specifically grant such approval for such promoter to act as KMP

S.Sudhakar, RIL 53

Reclassification of existing promoters as public shareholders

• Where an entity becomes professionally managed and does not have any

identifiable promoter, the existing promoters may be re-classified as public shareholders, subject to the approval of shareholders

• An entity may be considered as professionally managed, if
• No person or group along with persons acting in concert taken together shall hold more than

1% paid-up equity capital including any holding of convertibles / outstanding warrants / DRs

• Provided in case of mutual fund, banks, insurance companies, financial institutions, foreign

portfolio investors, may hold up to 10%

• Promoters seeking reclassification and their relatives may act as KMPs of such entity, only

subject to shareholders’ approval and for a period not exceeding three years from the date of shareholders’ approval

• Promoters seeking reclassification shall not have any special rights through formal or

informal arrangements.

• All shareholding agreements granting special rights to such outgoing entities shall be

terminated

S.Sudhakar, RIL 54

Re-classification of promoter as public shareholder

• Shall be subject to following conditions
• Such promoter shall not, directly or indirectly exercise control, over the affairs
• f the entity
• Increase level of public shareholding pursuant to re-classification shall not be

counted towards achieving compliance with minimum public shareholding, requirement under Rule 19A of Securities Contracts (Regulation) Rules, 1957

• Such re-classification shall be disclosed to stock exchanges as a material event
• SEBI may relax any condition for re-classification
• If any public holder seeks re-classify itself as promoter, shall make an
• pen offer under SEBI (SAST) Regulations, 2011

S.Sudhakar, RIL 55

32 statement of deviations or variations

• In respect of public issues, right issues, preferential issues etc, the listed entity

shall submit the following statement to the exchanges

• Indicating deviations, if any, in the usage of proceeds
• Indicating category wise variation (capital expenditures, working capital

expenditure etc)

• Such statements shall be submitted till the issue proceeds are fully utilised
• Such statements shall be placed before the audit committee
• Listed entity shall furnish explanation in the Board’s report
• Shall prepare a statement of funds utilised and place the same before the audit

committee duly certified by the statutory auditors, till such time the money is fully utilised

• In case any monitoring agency is appointed to monitor the utilisation of proceeds,

any comments or report received shall be placed before the audit committee

S.Sudhakar, RIL 56

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

• Standalone and consolidated results shall be prepared under the Indian

GAAP

• Listed entity may also submit the financial results, as per IFRS

(International Financial Reporting Standards) notified by the International Accounting Standard Board

• 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

S.Sudhakar, RIL 57

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 (no committee
• f the Board can approve)
• Formats are yet to be prescribed by SEBI

S.Sudhakar, RIL 58

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
• 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 audited standalone financial results within 60 days from the end of the financial year,

along with the audit report in Form A (unmodified opinion) or Form B (modified opinion)

S.Sudhakar, RIL 59

Submission of financial results to exchanges (contd…)

• Shall submit audited financial results in respect of the last quarter along with the results for the

entire financial year, with a note that the figures for the last quarter are the balancing figures between the audited figures and figures up to the third quarter of the current financial year

• In case the auditor has expressed any modified opinion the listed entity shall include as a note to

the financial results

• How the modified opinion has been resolved
• If not resolved, the reason thereof and the steps taken in the matter
• Together with the financial results for the half year, the listed entity shall also submit by way of a

note statement of assets and liabilities as at the end of the half year

• In case there is a name change suggesting any new line of business, it shall disclose the net sales,

expenditure and net profit or loss after tax pertaining to the said new line of business separately in the results

• Such disclosures shall be given for 3 years succeeding the date of change of name
• All transactions of exceptional nature shall be disclosed
• Listed entity shall carry out necessary steps for rectification of modified opinion and / or

submission of revised pro-forma financial results as specified in Schedule VIII

S.Sudhakar, RIL 60

35 Annual Information Memorandum (new)

• Listed entity shall submit to the stock exchanges an Annual

Information Memorandum in the manner specified by SEBI from time to time

• Format yet to be prescribed by SEBI

S.Sudhakar, RIL 61

36 Documents & information to shareholders

• Annual report shall be sent in the following manner
• Soft copies of full annual report to all those shareholders who have registered their

e-mail addresses

• Hard copy containing salient features to those who have not registered their e-mail

addresses

• Hard copies of full annual reports to all those who request for the same
• For appointment of a new director or re-appointment of a director the

shareholders must be provided with the following information

• Brief resume of the director and nature of expertise
• Relationships between directors inter-se
• Directorships and memberships of committees of listed entities such person holds
• Shareholding of non-executive directors

S.Sudhakar, RIL 62

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

• Upon sanction of the Scheme by the Court or Tribunal the listed entity shall

submit such prescribed documents to the stock exchanges

S.Sudhakar, RIL 63

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 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

• f competent jurisdiction
• Procedural requirements are specified in Schedule VII

S.Sudhakar, RIL 64

Transfer or Transmission of Securities (contd…)

• 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

• 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

S.Sudhakar, RIL 65

Schedule VII – transfer of securities

• Requirement of PAN
• For registration of transfer of securities the transferee as well as transferor shall

furnish a copy of their PAN

• For off-market or private transactions involving transfer of shares also both

transferor and the transferee shall furnish copy of PAN

• In case of residents of Sikkim PAN may be substituted by identity card
• Minor difference in signature
• Promptly send to the first transferor viz speed post – asking him to inform objection

support by valid proof within 15 days failing which securities shall be transferred

• No objection received within 15 days securities are to be transferred provided a

forgery or fraud is not suspected

• Proof of delivery shall be maintained

S.Sudhakar, RIL 66

Schedule VII – transfer of securities (contd….)

• Major difference or non-availability of signature
• Send an objection memo to the transferee by speed post marking the reason
• Send a copy of the objection memo to the transferor by speed post, simultaneously
• Objection memo shall also state the requirement of additional documents,

such as

• Affidavit to update transferor’s signature
• an original unsigned cancelled cheque and banker’s attestation of transferor’s

signature

• Contact details of transferor
• On receipt of requisite documents, the transfer shall be effected provided

a fraud or forgery is not suspected

S.Sudhakar, RIL 67

Additional documentation requirements for transmission of securities

• Securities held in demat mode
• in single name without a nominee, simplified documentation as per DP’s bye-laws where

threshold limit is Rs 5 lacs only per beneficiary account

• Securities held in physical mode
• In single name with a nominee
• Duly signed transmission request form by the nominee
• Original copy of death certificate duly notarised
• Self attested copy of PAN
• In single name without a nominee and value of securities not exceeding Rs 2 lacs
• Affidavit, Indemnity and NOC from legal heirs
• If the value of securities is more than Rs 2 lacs – also succession certificate or

probate or will or letter of administration or court decree

• Listed entity may increase the value of securities at its discretion

S.Sudhakar, RIL 68

Terms of Securities – Schedule I

• For making payment of dividend / interest and redemption payments

electronic clearing services shall be used

• Listed entity shall mandatorily print the bank account details of the

investors on such payment instruments, and where the bank details are not available, the address of the investor shall be mandatorily printed on the warrant

S.Sudhakar, RIL 69

42 Record date / book closure

• Shall intimate record date to all stock exchanges
• Advance notice of at least 7 working days (excluding the date of intimation

and the record date) to be given, specifying the purpose of record date

• Shall recommend or declare all dividend and / or cash bonuses at least five

working days (excluding the date of intimation and the record date) before the record date fixed for the purpose

• Between two record dates and book closures at least 30 days gap shall be

ensured

• For securities held in physical mode closure of transfer books may be

announced

S.Sudhakar, RIL 70

43 & 44 Dividend and Voting

• Dividend shall be declared and disclosed on per share basis only
• Remote e-voting shall be provided (no mention about e-voting at the

meeting)

• Voting results shall be submitted within 48 hours of conclusion of the

General Meeting

• Proxy forms shall be sent mentioning that a holder may vote either

for or against each resolution

S.Sudhakar, RIL 71

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

S.Sudhakar, RIL 72

46 Website

• A functional website shall be maintained and following information shall be

disseminated on the same

• Details of business
• Independent directors
• Terms and conditions of appointment
• Details of familiarisation programmes imparted
• Composition of various committees
• Code of conduct of Board and senior management personnel
• Policies
• Dealing with related party transactions
• Determining ‘material subsidiaries’
• Vigil mechanism / whistle blower policy

S.Sudhakar, RIL 73

Contents to be uploaded on website

• Email address for grievance redressal and other relevant details
• Contact information of designated officials responsible for assisting and handling investor

grievances

• Financial information
• Notice of the board meeting, where financial results shall be discussed
• financial results on conclusion of the meeting
• Shareholding pattern
• Details of agreements with media companies
• Schedule of analyst or institution investor meets and presentations made there at
• New name and old name for a period of one year
• All items published in news papers, such as financial results, notices given to shareholders by

advertisement etc

• Changes in the content on website shall be updated within 2 working days from the date of such

change

S.Sudhakar, RIL 74

47 Advertisements in news papers

• Notice of board meeting where financial results shall be discussed
• Financial results as specified in regulation 33 (old 41)
• Where standalone and consolidated results are submitted to the exchanges, only

consolidated results are to be published, along with a foot note indicating turnover, PBT and PAT on standalone basis

• Also to indicate where standalone results are available
• Statement on deviations / variations as specified in regulation 32 (issue proceeds)
• Notices given to shareholders by advertisement
• In the newspaper publication website link of the entity and of the stock exchanges to be

given where in further details are available

• Financial results shall be published within 48 hours of approval by the board and other

information shall be published simultaneously

• This regulation is not applicable to securities listed on SMEs

S.Sudhakar, RIL 75

Action points

• To formulate a policy for determining ‘material subsidiary’
• May organise occasional audit committee meetings without the presence of any

executives

• Ordinary resolution for approval of Related party transactions
• Related parties shall abstain from voting whether the entity is a related party to the

particular transaction or not

• To formulate a policy for determination of materiality of events or information
• To authorise one or more KMPs to determine materiality of an event or information
• To ensure disclosing all disclosures to stock exchanges on website for a minimum period
• f five years
• To formulate an archival policy in regard to the same
• Maintain functional website and disseminate the prescribed information

S.Sudhakar, RIL 76

Obligations of an entity listed non-convertible debt securities / preference shares chapter – V (regulations 49 to62)

S.Sudhakar, RIL 77

Applicability

• The provisions of this Chapter shall apply only to a listed entity -
• Which has listed its ‘Non-convertible Debt Securities and / or Non-convertible

Preference Shares

• The issue is in accordance with SEBI (Issue and Listing of Debt Securities)

Regulations, 2008 or SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations 2013

• These provisions shall also be applicable to ‘perpetual debt

instruments’ and ‘perpetual non-cumulative preference shares’ listed by Banks

S.Sudhakar, RIL 78

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
• n performance / operation of listed entity
• Para A of Schedule V – additional disclosures in Annual Report relating to

Related party disclosures

S.Sudhakar, RIL 79

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

• Price sensitive information or any action that affect payment of interest or dividend shall

be promptly intimated to exchanges

• Without prejudice to the above intimation shall make disclosures as specified in Part B of

Schedule III. These are more or less the same as per the existing debt listing provisions

S.Sudhakar, RIL 80

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

• 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)

S.Sudhakar, RIL 81

Financial results (contd….)

• Annual audited financial results shall be submitted along with annual audit report and

either Form A for audit report with unmodified opinion or form B for audit report with modified opinion (new)

• While submitting half yearly / annual financial results, in case of secured debentures

shall disclose certain line items - ref 52(4)

• 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

• Listed entity which has listed its non-convertible redeemable preference shares shall

make the following additional disclosures

• Profit for the half year and cumulative for the year
• Free reserves as on the end of the half year
• Securities premium account balance
• Within 2 calendar days of the conclusion of the board meeting the financial results shall

be published

S.Sudhakar, RIL 82

53 Annual Report

• In the annual report of the listed entity Related Party disclosures as

specified in para A of Schedule V are to be given (new)

• In case of a holding company, the loans and advances in the nature of

loans to the subsidiary, associates and to the firms and companies in which directors are interested shall be disclosed by name and amount

• In case of a subsidiary company also same details shall be disclosed
• In case of a holding company, investments by the loanee in the shares
• f a parent company and subsidiary, where the company has made a

loan or advance in the nature of loan shall be disclosed

S.Sudhakar, RIL 83

54 Asset cover & Credit rating

• An asset cover of hundred percent sufficient to discharge the

principal amount at all times for the 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

S.Sudhakar, RIL 84

56 Documents and intimation to debenture trustees

• Following documents shall be forwarded to the debenture trustees
• Copy of annual report 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 (new)

• 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 (new)

• 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

S.Sudhakar, RIL 85

57 Other submissions to stock exchanges

• A certificate shall be submitted to the stock exchanges within 2 days,
• f 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)

S.Sudhakar, RIL 86

58 Documents and information to be sent to holders

• to holders of non-convertible preference shares
• Soft copies of full annual reports where e-mail addresses are available
• Abridged hard copies in other cases
• Hard copies of full annual reports to those holders of non-convertible

debt securities and of preference of shares who request for the same

• Half yearly communication pertaining to financial results under

regulation 52

S.Sudhakar, RIL 87

59 Structure of non-convertible debt securities and of preference of shares

• Shall not make material modifications without prior approval of stock

exchanges, in terms of coupon / dividend, conversion, redemption or

• therwise
• Such approval shall be made only after
• Approval of the board of directors and debenture trustee in case of non-

convertible debt securities; and

• After complying with the provisions of the companies Act, 2013

S.Sudhakar, RIL 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
• f intimation and the record date) of the record date shall be given

S.Sudhakar, RIL 89

61 terms on non-convertible debt securities and preference shares

• Listed entity shall ensure timely payment of interest or dividend or

redemption payments

• In case the listed entity defaulted in payment of interest on debt

securities or redemption or in creation of security thereof, It shall not declare or distribute any dividend

• Listed entity shall not forfeit unclaimed interest / dividend and such

unclaimed interest / dividend shall be transferred to the IEPF set up under section 125 of the Companies Act, 2013

S.Sudhakar, RIL 90

62 website (new)

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

In case of equity listing to be updated in two working days

S.Sudhakar, RIL 91

Action points

• To submit annual audited financial results with annual audit report

and either Form A (unmodified opinion) or Form B (modified opinion)

• To give related party disclosures in the annual report as specified in

Para A of Schedule V

• To get credit rating reviewed at least once a year
• Provide an undertaking to stock exchanges that all documents and

intimations required to be submitted to debenture trustees have been complied with

• Maintain a functional website and upload requisite information

S.Sudhakar, RIL 92

Obligations on listing of specified and non-convertible debt securities and preference shares – chapter VI

S.Sudhakar, RIL 93

Listing obligations on listing of specified securities and non-convertible debt securities / preference shares

• Entities which have listed their ‘specified securities’ and ‘non-

convertible debt securities’

• r

non-convertible redeemable preference shares’ shall be bound by provisions of Chapter IV and some provisions of Chapter V

• Listed entity which has submitted information under chapter IV need

not re-submit any such information, unless the Board or the exchanges ask for such information

• In case the listed entity got the specified securities delisted, it shall

comply only with all the provisions of chapter V

• In case it redeems the non-convertible debt securities or preference

shares then it shall comply only with the provisions of chapter IV

S.Sudhakar, RIL 94

Duties & Obligations of Stock Exchanges chapter – X (regulations 92 to 97)

S.Sudhakar, RIL 95

Duties & Obligations of Stock Exchanges

• To disseminate relevant intimations, information, filings, reports, statements,

documents and other submissions made by the listed entities

• Disseminations shall be in an organised, user friendly and easily referable manner
• Draft scheme of arrangement & scheme of arrangement
• Upon receipt of the scheme shall forward to the Board
• Within 30 days shall submit to the board, its objection or no-objection letter on the draft

scheme of arrangement

• Shall issue observation or no-objection letter to the listed entity within 7 days of receipt of

comments of the Board

• Validity of such observation or no-objection letter is 6months from the date of issuance
• Exchanges shall bring observations or objections to the notice of Court or Tribunal at the time
• f approval of scheme
• Upon sanction of the scheme by the Court or Tribunal, the stock exchanges shall forward its

recommendations to the Board on the documents submitted by the listed entity

S.Sudhakar, RIL 96

Duties & Obligations of Stock Exchanges (contd…)

• Shall review the Form B accompanying the annual audit report submitted

by the listed entities

• Shall redress / facilitate redressal of complaints of holders of listed

securities from time to time

• Shall monitor compliances by the listed entity with the provisions of these

Regulations

• Monitor adequacy / accuracy of the disclosures made by the listed entities
• Shall submit a report with respect to the above to the Board
• Shall put in place adequate framework, manpower and infrastructure to

comply with the provisions of these Regulations

S.Sudhakar, RIL 97

Procedure for action in case

• f default – chapter XI

S.Sudhakar, RIL 98

Action in case of any default

• The listed entity or any other person who contravenes any provisions
• f these regulations, shall be liable to action under the securities laws
• In addition, would be liable for the following actions by the respective

stock exchanges

• Imposition of fines
• Suspension of trading
• Freezing of promoter / promoter group holding of designated securities
• Any other action prescribed by the Board
• Revocation of suspense or freeze of securities shall be as specified in

circulars or guidance notes issued by the Board

S.Sudhakar, RIL 99

Miscellaneous – chapter XII

S.Sudhakar, RIL 100

Miscellaneous

• Board (SEBI) has power to issue clarifications through guidance notes
• r circulars, to remove difficulties if any in the application or

interpretation of these Regulations

• Such guidance notes or circulars may be relating to procedural

aspects, disclosure requirements and listing conditions

• Board may in the interest of investors and securities market and for

its development, relax the strict enforcement of any requirements of these regulations

S.Sudhakar, RIL 101

Repeal and Savings

• On and from commencement of these Regulations, all circulars

stipulating and modifying the provisions of the listing agreements shall stand rescinded

• Notwithstanding such rescission, anything done or any action taken
• r purported to have been done or taken including any enquiry or

investigation commenced or show cause issued in respect of the listing agreement, shall be deemed to have been done or taken under the corresponding provisions of these regulations

S.Sudhakar, RIL 102

How professionals to gear up

S.Sudhakar, RIL 103

S.Sudhakar, RIL 104

Thank You & Questions

4.9.2015 105