I
Terms of Securities[See Regulation 12]The listed entity shall use the facility of electronic clearing services or real time gross settlement or national electronic funds transfer as follows:-(1)the listed entity either directly [or through the depositories] or through their Registrar to an Issue and/or Share Transfer Agent, shall use electronic clearing services (local, regional or national), direct credit, real time gross settlement, national electronic funds transfer etc for making payment of dividend/interest on securities issued/redemption or repayment amount.(2)the listed entity or Share Transfer Agent shall maintain bank details of their investors as follows -(a)for investors holding securities in dematerialized mode, by seeking the same from the depositories.(b)for investors holding securities in physical mode, by updating bank details of the investors at their end.(3)In cases where either the bank details such as Magnetic Ink Character Recognition, Indian Financial System Code, etc. that are required for making electronic payment are not available or the electronic payment instructions have failed or have been rejected by the bank, listed entity or share transfer agent shall issue `payable-at-par' warrants/ cheques for making payments:Provided that the listed entity shall mandatorily print the bank account details of the investors on such payment instruments and in cases where the bank details of investors are not available, the listed entity shall mandatorily print the address of the investor on such payment instructions.
II
Corporate GovernancePart A – Minimum Information to be Placed Before Board of Directors [See Regulation 17(7)]
A. Annual operating plans and budgets and any updates.B. Capital budgets and any updates.C. Quarterly results for the listed entity and its operating divisions or business segments.D. Minutes of meetings of audit committee and other committees of the board of directors.E. The information on recruitment and remuneration of senior officers just below the level of board of directors, including appointment or removal of Chief Financial Officer and the Company Secretary.F. Show cause, demand, prosecution notices and penalty notices, which are materially important.G. Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.H. Any material default in financial obligations to and by the listed entity, or substantial non-payment for goods sold by the listed entity.I. Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of the listed entity or taken an adverse view regarding another enterprise that may have negative implications on the listed entity.J. Details of any joint venture or collaboration agreement.K. Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property.L. Significant labour problems and their proposed solutions. Any significant development in Human Resources/ Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.M. Sale of investments, subsidiaries, assets which are material in nature and not in normal course of business.N. Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material.O. Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as non-payment of dividend, delay in share transfer etc.Part B – Compliance Certificate [See Regulation 17(8)]
The following compliance certificate shall be furnished by chief executive officer and chief financial officer:A. They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief:(1)these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;(2)these statements together present a true and fair view of the listed entity's affairs and are in compliance with existing accounting standards, applicable laws and regulations.B. There are, to the best of their knowledge and belief, no transactions entered into by the listed entity during the year which are fraudulent, illegal or violative of the listed entity's code of conduct.C. They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of internal control systems of the listed entity pertaining to financial reporting and they have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies.D. They have indicated to the auditors and the Audit committee(1)significant changes in internal control over financial reporting during the year;(2)significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and(3)instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the listed entity's internal control system over financial reporting.Part C – Role of The Audit Committee and Review of Information by Audit Committee [See Regulation 18(3)]
A. The role of the audit committee shall include the following:(1)oversight of the listed entity's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;(2)recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;(3)approval of payment to statutory auditors for any other services rendered by the statutory auditors;(4)reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:(a)matters required to be included in the director's responsibility statement to be included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;(b)changes, if any, in accounting policies and practices and reasons for the same;(c)major accounting entries involving estimates based on the exercise of judgment by management;(d)significant adjustments made in the financial statements arising out of audit findings;(e)compliance with listing and other legal requirements relating to financial statements;(f)disclosure of any related party transactions;(g)modified opinion(s) in the draft audit report;(5)reviewing, with the management, the quarterly financial statements before submission to the board for approval;(6)reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;(7)reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;(8)approval or any subsequent modification of transactions of the listed entity with related parties;(9)scrutiny of inter-corporate loans and investments;(10)valuation of undertakings or assets of the listed entity, wherever it is necessary;(11)evaluation of internal financial controls and risk management systems;(12)reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;(13)reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;(14)discussion with internal auditors of any significant findings and follow up there on;(15)reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;(16)discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;(17)to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;(18)to review the functioning of the whistle blower mechanism;(19)approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;(20)Carrying out any other function as is mentioned in the terms of reference of the audit committee.(21)[ reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.] B. The audit committee shall mandatorily review the following information:(1)management discussion and analysis of financial condition and results of operations;(2)statement of significant related party transactions (as defined by the audit committee), submitted by management;(3)management letters / letters of internal control weaknesses issued by the statutory auditors;(4)internal audit reports relating to internal control weaknesses; and(5)the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.(6)statement of deviations:(a)quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).(b)annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).Part D – Role of Committees (Other than Audit Committee) [See Regulation 19(4) and 20(4)]
A. Role of Nomination and Remuneration Committee. - Role of committee shall, inter-alia, include the following:(1)formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;(2)formulation of criteria for evaluation of performance of independent directors and the board of directors;(3)devising a policy on diversity of board of directors;(4)identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.(5)whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.(6)[ recommend to the board, all remuneration, in whatever form, payable to senior management.] [B. The role of the committee shall inter-alia include the following. - (1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.(2)Review of measures taken for effective exercise of voting rights by shareholders.(3)Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.(4)Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.]Part E – Discretionary Requirements [See Regulation 27(1)]
A. The Board. - A non-executive chairperson may be entitled to maintain a chairpersons office at the listed entity's expense and also allowed reimbursement of expenses incurred in performance of his duties.B. Shareholder Rights. - A half-yearly declaration of financial performance including summary of the significant events in last six months, may be sent to each household of shareholders.C. Modified opinion(s) in audit report. - The listed entity may move towards a regime of financial statements with unmodified audit opinion.[D. ***.] E. Reporting of internal auditor. - The internal auditor may report directly to the audit committee.
III
Part A – Disclosures of Events Or Information: Specified Securities [See Regulation 30]
The following shall be events/information, upon occurrence of which listed entity shall make disclosure to stock exchange(s):A. Events which shall be disclosed without any application of the guidelines for materiality as specified in sub-regulation (4) of regulation (30):1. Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring), or sale or disposal of any unit(s), division(s) or subsidiary of the listed entity or any other restructuring.
Explanation. - For the purpose of this sub-para, the word 'acquisition' shall mean,-(i)acquiring control, whether directly or indirectly; or,(ii)acquiring or agreeing to acquire shares or voting rights in, a company, whether directly or indirectly, such that -(a)the listed entity holds shares or voting rights aggregating to five per cent or more of the shares or voting rights in the said company, or;(b)there has been a change in holding from the last disclosure made under sub-clause (a) of clause(ii)of the Explanation to this sub-para and such change exceeds two per cent of the total shareholding or voting rights in the said company.2. Issuance or forfeiture of securities, split or consolidation of shares, buyback of securities, any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities etc.
3. Revision in Rating(s).
4. Outcome of Meetings of the board of directors: The listed entity shall disclose to the Exchange(s), within 30 minutes of the closure of the meeting, held to consider the following:
(a)dividends and/or cash bonuses recommended or declared or the decision to pass any dividend and the date on which dividend shall be paid/dispatched;(b)any cancellation of dividend with reasons thereof;(c)the decision on buyback of securities;(d)the decision with respect to fund raising proposed to be undertaken(e)increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares shall be credited/dispatched;(f)reissue of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits to subscribe to;(g)short particulars of any other alterations of capital, including calls;(i)decision on voluntary delisting by the listed entity from stock exchange(s).5. Agreements (viz. shareholder agreement(s), joint venture agreement(s), family settlement agreement(s) (to the extent that it impacts management and control of the listed entity), agreement(s)/treaty(ies)/contract(s) with media companies) which are binding and not in normal course of business, revision(s) or amendment(s) and termination(s) thereof.
6. Fraud/defaults by promoter or key managerial personnel or by listed entity or arrest of key managerial personnel or promoter.
7. Change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer , Company Secretary etc.), Auditor and Compliance Officer.
(7A)[ In case of resignation of the auditor of the listed entity, detailed reasons for resignation of auditor, as given by the said auditor, shall be disclosed by the listed entities to the stock exchanges as soon as possible but not later than twenty four hours of receipt of such reasons from the auditor. (7B)Resignation of auditor including reasons for resignation: In case of resignation of an independent director of the listed entity, within seven days from the date of resignation, the following disclosures shall be made to the stock exchanges by the listed entities:i. Detailed reasons for the resignation of independent directors as given by the said director shall be disclosed by the listed entities to the stock exchanges.ii. The independent director shall, along with the detailed reasons, also provide a confirmation that there is no other material reasons other than those provided.iii. The confirmation as provided by the independent director above shall also be disclosed by the listed entities to the stock exchanges along with the detailed reasons as specified in sub-clause (i) above.]8. Appointment or discontinuation of share transfer agent.
9. Corporate debt restructuring.
10. One time settlement with a bank.
11. Reference to BIFR and winding-up petition filed by any party / creditors.
12. Issuance of Notices, call letters, resolutions and circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media by the listed entity.
13. Proceedings of Annual and extraordinary general meetings of the listed entity.
14. Amendments to memorandum and articles of association of listed entity, in brief.
15. Schedule of Analyst or institutional investor meet and presentations on financial results made by the listed entity to analysts or institutional investors;
16. [ The following events in relation to the corporate insolvency resolution process (CIRP) of a listed corporate debtor under the Insolvency Code:
(a)Filing of application by the corporate applicant for initiation of CIRP, also specifying the amount of default;(b)Filing of application by financial creditors for initiation of CIRP against the corporate debtor, also specifying the amount of default;(c)Admission of application by the Tribunal, along with amount of default or rejection or withdrawal, as applicable ;(d)Public announcement made pursuant to order passed by the Tribunal under section 13 of Insolvency Code;(e)List of creditors as required to be displayed by the corporate debtor under regulation 13(2)(c) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016;(f)Appointment/ Replacement of the Resolution Professional;(g)Prior or post-fac to intimation of the meetings of Committee of Creditors;(h)Brief particulars of invitation of resolution plans under section 25(2)(h) of Insolvency Code in the Form specified under regulation 36A(5) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016;(i)Number of resolution plans received by Resolution Professional;(j)Filing of resolution plan with the Tribunal;(k)Approval of resolution plan by the Tribunal or rejection, if applicable;(l)Salient features, not involving commercial secrets, of the resolution plan approved by the Tribunal, in such form as may be specified;(m)Any other material information not involving commercial secrets.]B. Events which shall be disclosed upon application of the guidelines for materiality referred sub-regulation (4) of regulation (30):1. Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/division.
2. Change in the general character or nature of business brought about by arrangements for strategic, technical, manufacturing, or marketing tie-up, adoption of new lines of business or closure of operations of any unit/division (entirety or piecemeal).
3. Capacity addition or product launch.
4. Awarding, bagging/ receiving, amendment or termination of awarded/bagged orders/contracts not in the normal course of business.
5. Agreements (viz. loan agreement(s) (as a borrower) or any other agreement(s) which are binding and not in normal course of business) and revision(s) or amendment(s) or termination(s) thereof.
6. Disruption of operations of any one or more units or division of the listed entity due to natural calamity (earthquake, flood, fire etc.), force majeure or events such as strikes, lockouts etc.
7. Effect(s) arising out of change in the regulatory framework applicable to the listed entity
8. Litigation(s) / dispute(s) / regulatory action(s) with impact.
9. Fraud/defaults etc. by directors (other than key managerial personnel) or employees of listed entity.
10. Options to purchase securities including any ESOP/ESPS Scheme.
11. Giving of guarantees or indemnity or becoming a surety for any third party.
12. Granting, withdrawal , surrender , cancellation or suspension of key licenses or regulatory approvals.
C. Any other information/event viz. major development that is likely to affect business, e.g. emergence of new technologies, expiry of patents, any change of accounting policy that may have a significant impact on the accounts, etc. and brief details thereof and any other information which is exclusively known to the listed entity which may be necessary to enable the holders of securities of the listed entity to appraise its position and to avoid the establishment of a false market in such securities.D. Without prejudice to the generality of para (A), (B) and (C) above, the listed entity may make disclosures of event/information as specified by the Board from time to time.Part B – Disclosure of Information Having Bearing on Performance/operation of Listed Entity and/or Price Sensitive Information: Non-Convertible Debt Securities & Non-Convertible Redeemable Preference Shares [See Regulation 51(2)]
A. The listed entity shall promptly inform to the stock exchange(s) of all information which shall have bearing on performance/operation of the listed entity or is price sensitive or shall affect payment of interest or dividend of non-convertible preference shares or redemption of non convertible debt securities or redeemable preference shares including :(1)expected default in timely payment of interests/preference dividend or redemption or repayment amount or both in respect of the non-convertible debt securities and non-convertible redeemable preference shares and also default in creation of security for debentures as soon as the same becomes apparent;(2)any attachment or prohibitory orders restraining the listed entity from transferring non-convertible debt securities or non-convertible redeemable preference shares from the account of the registered holders along-with the particulars of the numbers of securities so affected , the names of the registered holders and their demat account details;(3)any action which shall result in the redemption, conversion, cancellation, retirement in whole or in part of any non-convertible debt securities or reduction, redemption, cancellation, retirement in whole or in part of any non-convertible redeemable preference shares;(4)any action that shall affect adversely payment of interest on non-convertible debt securities or payment of dividend on non-convertible redeemable preference shares including default by issuer to pay interest on non-convertible debt securities or redemption amount and failure to create a charge on the assets;(5)any change in the form or nature of any of its non-convertible debt securities or non-convertible redeemable preference shares that are listed on the stock exchange(s) or in the rights or privileges of the holders thereof and make an application for listing of the securities as changed, if the stock exchange(s) so require;(6)any changes in the general character or nature of business/activities, disruption of operation due to natural calamity, and commencement of commercial production/commercial operations;(7)any events such as strikes and lock outs. which have a bearing on the interest payment/ dividend payment / principal repayment capacity;(8)details of any letter or comments made by debenture trustees regarding payment/non-payment of interest on due dates, payment/non-payment of principal on the due dates or any other matter concerning the security, listed entity and /or the assets along with its comments thereon, if any;(9)delay/default in payment of interest or dividend/principal amount/redemption for a period of more than three months from the due date;(10)failure to create charge on the assets within the stipulated time period;(11)any instance(s) of default/delay in timely repayment of interests or principal obligations or both in respect of the debt securities including, any proposal for re-scheduling or postponement of the repayment programmes of the dues/debts of the listed entity with any investor(s)/lender(s).Explanation. - For the purpose of this sub-para, `default' shall mean Non-payment of interest or principal amount in full on the pre-agreed date and shall be recognized at the first instance of delay in servicing of any interest or principal on debt.(12)any major change in composition of its board of directors, which may amount to change in control as defined in Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;(13)any revision in the rating;(14)the following approvals by board of directors in their meeting:-(a)the decision to pass any interest payment;(b)short particulars of any increase of capital whether by issue of bonus securities through capitalization, or by way of right securities to be offered to the debenture holders, or in any other way;(15)all the information, report, notices, call letters, circulars, proceedings, etc concerning non-convertible redeemable preference shares or non-convertible debt securities;(16)any other change that shall affect the rights and obligations of the holders of non-convertible debt securities / non-convertible redeemable preference shares, any other information not in the public domain necessary to enable the holders of the listed securities to clarify its position and to avoid the creation of a false market in such listed securities or any other information having bearing on the operation/performance of the listed entity as well as price sensitive information.Part C – Disclosures of Material Events or Information: Indian Depository Receipts [See Regulation 68(2)]
A. The listed entity shall promptly inform to the stock exchange(s) of all events which are material and/or all information which are price sensitive or have bearing on performance/operation of the listed entity at the same time and to the extent it intimates to the listing authority or any other authority in its home country or other jurisdictions where its securities may be listed or other stock exchange(s) in its home country or other jurisdictions where its securities may be listed including:(1)any action or investigations initiated by any regulatory or statutory authority and the purpose for which it was initiated.(2)any attachment or prohibitory orders restraining the listed entity from transferring securities out of the names of the registered holders and particulars of the registered holders thereof.(3)the meeting of the board of directors which has been held to consider or decide on the following :(a)all dividends and/or cash bonuses recommended or declared or the decision to pass any dividend or cash bonus;(b)the total turnover, gross profit/loss, provision for depreciation, tax provisions and net profits for the year (with comparison with the previous year) and the amounts appropriated from reserves, capital profits, accumulated profits of past years or other special source to provide wholly or partly for any dividend, even if this calls for qualification that such information is provisional or subject to audit;(c)the recommendation or declaration of dividend or rights issue or issue of convertible debentures or of debentures carrying a right to subscribe to equity shares or the passing over of the dividend ;(d)any decision on buy back of equity shares of the listed entity;(4)Change in(a)board of directors of listed entity by death, resignation, removal or otherwise;(c)auditors appointed to audit the books and accounts;(d)the compliance officer;(e)the registrar to an issue and/or share transfer agent, domestic depository or the overseas custodian bank;(5)any change in the rights attaching to any class of equity shares into which the Indian Depository Receipts are exchangeable;(6)short particulars of any increase of capital whether by issue of bonus shares through capitalization, or by rights issue of equity shares, or in any other manner;(7)short particulars of the reissues of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits to subscribe thereto;(8)short particulars of any other alterations of capital, including calls;(9)in the event of the listed entity granting any options to purchase any Indian Depository Receipts the following particulars:(a)the number of Indian Depository Receipts covered by such options, terms thereof and the time within which they may be exercised;(b)any subsequent changes or cancellation or exercise of such options;(10)Notices, resolutions, circulars, call letters or any other circulars etc. issued or advertised anywhere with respect to:(a)proceedings at all annual and extraordinary general meetings of the listed entity, including notices of meetings and proceedings of meeting;(b)amendments to its constitutional documents as soon as they have been approved by the listed entity in general meeting;(c)compliance with requirements in home country or in other jurisdictions where such securities are listed;(d)any merger, amalgamation, re-construction, reduction of capital, scheme or arrangement involving the listed entity including meetings of equity shareholders, IDR Holders or any class of them and proceedings at all such meetings;(11)any other information necessary to enable the IDR Holders to appraise the listed entity's position and to avoid the establishment of a false market in IDRs;B. The listed entity shall, apart from complying with all specific requirements as above, intimate the stock exchange(s) immediately of events such as strikes, lock outs, closure on account of power cuts, etc. and other material events or price sensitive information or events which shall have a material bearing on the performance / operations of the listed entity both at the time of occurrence of the event and subsequently after the cessation of the event at the same time and as to the extent that it discloses to holders of securities in its home country or in other jurisdictions where such securities are listed;C. In addition to above, the listed entity shall disclose to the stock exchange(s), any information which is disclosed to any other overseas stock exchange(s) or made public in any other overseas securities market, on which its securities may be listed or quoted, simultaneously with such disclosure or publication, or as soon thereafter as may be reasonably practicable;D. The listed entity shall submit to the stock exchange(s) on request any other information concerning the listed entity as the stock exchange(s) may reasonably require;Part D – Disclosure Of Information Having Bearing On Performance/ Operation Of Listed Entity And/or Price Sensitive Information: Securitised Debt Instrument [See Regulation 83(2)]
A. The listed entity shall promptly inform the stock exchange(s) of all information having bearing on the performance/operation of the listed entity and price sensitive information including:(1)any attachment or prohibitory orders restraining the listed entity from transferring securitized debt instruments from the account of the registered holders and particulars of the numbers of securitized debt instruments so affected and the names of the registered holders and their demat account details;(2)any action that shall result in the redemption, conversion, cancellation, retirement in whole or in part of any securitized debt instruments;(3)any action that shall affect adversely payment of interest on securitized debt instruments;(4)any change in the form or nature of any of its securitized debt instruments that are listed on the stock exchange(s) or in the rights or privileges of the holders thereof and to make an application for listing of the said securities as changed, if the stock exchange(s) so requires;(5)expected default in timely payment of interest or redemption or repayment amount or both in respect of the securitized debt instruments listed on the recognised stock exchange(s) as soon as the same becomes apparent;(6)changes in the General Character or nature of business/activities, disruption of operation due to natural calamity etc;(7)revision in rating as a result of credit rating done periodically;(8)delay/ default in payment of interest/principal amount to the investors for a period of more than three months from the due date; and(9)any other change that shall affect the rights and obligations of the holders of securitized debt instruments,any other information not in the public domain necessary to enable the holders of the listed securitized debt instruments to clarify its position and to avoid the creation of a false market in such listed securities or any other information having bearing on the operation/performance of the listed entity as well as price sensitive information.[Part E: Disclosure of Events or Information to Stock Exchanges: Security Receipts] [See Regulation 87B (1)]A. The following events/information shall be disclosed by the listed entity without any application of guidelines of materiality as soon as reasonably possible but not later than twenty four hours from occurrence of event or information:(1)any delay or expected delay in cash flows from the due date or pre- agreed date if any;(2)any change in value of cash-flows as disclosed if any;(3)any receipt of cash flow or expected cash flow along with quantum so received;(4)any change in credit enhancement measures;(5)periodic rating obtained from credit rating agency or any revision in the rating or any expected revision in rating;(6)periodic Net Asset Value;(7)any proposal to change or change of credit rating agency or Valuer;(8)any change in profile of the assets by way of accretion to or realisation of assets from the existing pool;(9)any proposal for acquisition of assets including terms of acquisition;(10)any expected non-realisation or non-realisation of the financial assets and remedial measures proposed to be undertaken;(11)any change in nature of charge on the underlying assets.(12)any proposal to change or any change in terms of security receipts including rights or privileges or nature or form etc.;(13)any proposal or action with respect to exercising call/put option (right to redeem) or any similar option by the listed entity;(14)any breach of covenant(s) under the terms of security receipts;(15)any proposal or action for forfeiture of unclaimed cash flow or forfeiture of any security receipts;(16)any change in resolution plan;(17)any change in percentage holding of non-performing loans across other banks;(18)any change in the general character or nature of business / activities, disruption of operation due to natural calamity etc. of the listed entity;(19)any attachment or prohibitory orders restraining the listed entity from transferring security receipts;(20)initiation or status update with respect to reference to National Company Law Tribunal under the Insolvency and Bankruptcy Code 2016 of any underlying assets;(21)intimation in advance of the meeting of its board of directors, at which the recommendation or declaration of issue of security receipts or any other matter affecting the rights or interests of holders of security receipts is proposed to be considered and also outcome of such meetings;(22)fraud or defaults by sponsor or key managerial personnel or arrest of key managerial personnel or sponsor;(23)change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer , Company Secretary etc.), Auditor and Compliance Officer of the Sponsor;(24)in addition to the above, the listed entity shall provide all such disclosures to the Stock Exchange(s) as it is required to make before the Reserve Bank of India as per the extant requirement and/or any other disclosure(s) as prescribed by Reserve Bank of India from time to time;(25)in case where an event occurs or an information is available with the listed entity, which has not been indicated in these regulations, but which may be material, the listed entity is required to make adequate disclosures in this regard.
IV
Part A – Disclosures in Financial Results [See Regulation 33(1)(e)]
The listed entity shall disclose the following while preparing the financial results:-A. Changes in accounting policies, if any, shall be disclosed in accordance with Accounting Standard 5 or Indian Accounting Standard 8, as applicable, specified in Section 133 of the Companies Act, 2013 read with relevant rules framed thereunder or by the Institute of Chartered Accountants of India, whichever is applicable.B. If the auditor has expressed any modified opinion(s) [*] in respect of audited financial results submitted or published under this para, the listed entity shall disclose such modified opinion(s) [*] and cumulative impact of the same on profit or loss, net worth, total assets, turnover/total income, earning per share [, total expenditure, total liabilities] or any other financial item(s) which may be impacted due to modified opinion(s) [***] , while publishing or submitting such results.[BA. If the auditor has expressed any modified opinion(s), the management of the listed entity has the option to explain its views on the audit qualifications and the same shall beincluded in the Statement on Impact of Audit Qualifications (for audit report with modified opinion). BB. With respect to audit qualifications where the impact of the qualification is not quantifiable:[i. The management shall mandatorily make an estimate which the auditor shall review and report accordingly.ii. Notwithstanding the above, the management may be permitted to not provide estimate on matters like going concerns or sub-judice matters; in which case, the management shall provide the reasons and the auditor shall review the same and report accordingly.]The above shall be included in the statement on impact of audit qualifications (for audit report with modified opinion).] C. If the auditor has expressed any modified opinion(s) or other reservation(s) in his audit report or limited review report in respect of the financial results of any previous financial year or quarter which has an impact on the profit or loss of the reportable period, the listed entity shall include as a note to the financial results -(i)how the modified opinion(s) or other reservation(s) has been resolved; or(ii)if the same has not been resolved, the reason thereof and the steps which the listed entity intends to take in the matter.D. If the listed entity has changed its name suggesting any new line of business, it shall disclose the net sales or income, expenditure and net profit or loss after tax figures pertaining to the said new line of business separately in the financial results and shall continue to make such disclosures for the three years succeeding the date of change in name:Provided that the tax expense shall be allocated between the said new line of business and other business of the listed entity in the ratio of the respective figures of net profit before tax, subject to any exemption, deduction or concession available under the tax laws.E. If the listed entity had not commenced commercial production or commercial operations during the reportable period, the listed entity shall, instead of submitting financial results, disclose the following details:(i)details of amount raised i.e. proceeds of any issue of shares or debentures made by the listed entity;(ii)the portions thereof which is utilized and that remaining unutilized;(iii)the details of investment made pending utilisation ;(iv)brief description of the project which is pending completion;(v)status of the project and(vi)expected date of commencement of commercial production or commercial operations:Provided that the details mentioned above shall be approved by the board of directors based on certification by the chief executive officer and chief financial officer.F. All items of income and expenditure arising out of transactions of exceptional nature shall be disclosed.G. Extraordinary items, if applicable, shall be disclosed in accordance with Accounting Standard 5 (AS 5 - Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies) or Companies (Accounting Standards) Rules, 2006, whichever is applicable.H. The listed entity, whose revenues are subject to material seasonal variations, shall disclose the seasonal nature of their activities and the listed entity may supplement their financial results with information for the twelve month period ending on the last day of the quarter for the current and preceding years on a rolling basis.I. The listed entity shall disclose any event or transaction which occurred during or before the quarter that is material to an understanding of the results for the quarter including but not limited to completion of expansion and diversification programmes, strikes and lock-outs, change in management, change in capital structure and the listed entity shall also disclose similar material events or transactions that take place subsequent to the end of the quarter.J. The listed entity shall disclose the following in respect of dividends paid or recommended for the year, including interim dividends :(i)amount of dividend distributed or proposed for distribution per share; the amounts in respect of different classes of shares shall be distinguished and the nominal values of shares shall also be indicated;(ii)where dividend is paid or proposed to be paid pro-rata for shares allotted during the year, the date of allotment and number of shares allotted, pro-rata amount of dividend per share and the aggregate amount of dividend paid or proposed to be paid on pro-rata basis.K. The listed entity shall disclose the effect on the financial results of material changes in the composition of the listed entity, if any, including but not limited to business combinations, acquisitions or disposal of subsidiaries and long term investments, any other form of restructuring and discontinuance of operations.L. The listed entity shall ensure that segment reporting is done in accordance with AS-17 or Indian Accounting Standard 108 as applicable, specified in Section 133 of the Companies Act, 2013 read with relevant rules framed thereunder or by the Institute of Chartered Accountants of India, whichever is applicable.
IV
Part B – Preparation and Disclsoures in Financial Results of Listed Entity Which has Listed Its Indian Depository Receipts [See Regulation 70(2) and 71(3)]
The listed entity shall comply with the following requirements while preparing the financial results:-A. Periodicity of Disclosure of Financial Results. - (1) Financial results may be given on annual, half yearly and/or quarterly basis, as required under the requirements of the home country.B. Accounting Principle to be used in preparation and disclosure of financial Results. - (1) The listed entity may prepare and disclose its financial results in accordance with Indian GAAP or International Financial Reporting Standards IFRS or US GAAP.(2)In case the listed entity prepares and discloses the financial results as per US GAAP, a reconciliation statement vis-a-vis Indian GAAP and summary of significant differences between the Indian GAAP and US GAAP has to be annexed.(3)If financial results are prepared in accordance with IFRS, then listed entity shall annex only the summary of significant differences between the Indian GAAP and IFRS.(4)If the listed entity is shifting from IFRS to US GAAP or vice versa then the accounts relating to the previous period shall be properly restated for comparison;(5)The Accounting / Reporting Standard followed for any interim results shall be consistent with that of the Annual results.(6)The financial results so submitted shall be based on the same set of accounting policies as those followed in the previous year provided that in case, there are changes in the accounting policies, the results of previous year shall be restated as per the present accounting policies, to make it comparable with current year results;C. Auditing/Limited Review. - (1) In case the listed entity prepares and discloses the financial results as per Indian GAAP, the listed entity shall ensure that the annual, half yearly and/or quarterly results, as required under the laws , rules or regulations of home country, shall be audited or subject to limited review by a Chartered Accountant in accordance with Auditing ad Assurance Standards.(2)In case the listed entity prepares and discloses the financial results as per US GAAP or IFRS, the listed entity shall ensure that the annual, half yearly and/or quarterly results, as required under the laws, rules or regulations of home country shall be audited or subject to limited review by professional accountant or certified public accountant in accordance with the International Standards on Auditing. The auditor's report shall also be prepared in accordance with the International Standards on Auditing.D. Disclosures. - (1) The listed entity shall disclose the audit qualification(s) or any other audit reservation(s) along with the financial results in addition to the explanatory statement as to how audit qualification(s) or any other audit reservation(s) in respect of the audited accounts of the previous accounting year have been addressed in the financial results;(2)Format(a)The listed entity shall ensure that, if Indian GAAP is followed in preparation of the financial results the format of the disclosure of financial results shall be as prescribed by the Board.(b)In case if Indian GAAP is not followed, the format of such disclosure shall be as per the disclosure requirements of the listed entity in the home country where the listed entity is listed.(3)The listed entity shall make disclosures of its financial information in its functional currency/reporting currency/national currency and the reporting currency shall be restricted to Sterling Pound/Euro/Yen/US Dollar.(4)The listed entity shall provide convenient translation into Indian Rupees of the latest year's/periods statements (as the case may be) of consolidated profit and losses, assets and liabilities and cash flows, at the closing rate of exchange, as at the date on which the financial information is presented.(5)The listed entity shall provide convenient translations in English and other notes such that the IDR Holders are able to understand such financial statements
V: Annual Report
[See Regulation 34(3) and 53(f)]The annual report shall contain the following additional disclosures:A. Related Party Disclosure. - 1. The listed entity shall make disclosures in compliance with the Accounting Standard on "Related Party Disclosures".2. The disclosure requirements shall be as follows:
| Sr. no. |
In the accounts of |
Disclosures of amounts at the year end and themaximum amount of loans/advances/ Investments outstanding duringthe year.
|
| 1 |
Holding Company |
• Loans and advances in the nature of loans to subsidiariesby name and amount.• Loans and advances in the nature of loans to associates byname and amount.• Loans and advances in the nature of loans tofirms/companies in which directors are interested by name andamount.
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| 2 |
Subsidiary |
Same disclosures as applicable to the parentcompany in the accounts of subsidiary company.
|
| 3 |
Holding Company |
Investments by the loanee in the shares ofparent company and subsidiary company, when the company has madea loan or advance in the nature of loan.
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3. The above disclosures shall be applicable to all listed entities except for listed banks.
B. Management Discussion and Analysis. - 1. This section shall include discussion on the following matters within the limits set by the listed entity's competitive position:(a)Industry structure and developments.(b)Opportunities and Threats.(c)Segment-wise or product-wise performance.(f)Internal control systems and their adequacy.(g)Discussion on financial performance with respect to operational performance.(h)Material developments in Human Resources / Industrial Relations front, including number of people employed.(i)[ details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefor, including: (iii)Interest Coverage Ratio(vi)Operating Profit Margin (%)(vii)Net Profit Margin (%)or sector-specific equivalent ratios, as applicable.(j)details of any change in Return on Net Worth as compared to the immediately previous financial year along with a detailed explanation thereof.]2. Disclosure of Accounting Treatment. - Where in the preparation of financial statements, a treatment different from that prescribed in an Accounting Standard has been followed, the fact shall be disclosed in the financial statements, together with the management's explanation as to why it believes such alternative treatment is more representative of the true and fair view of the underlying business transaction.
C. Corporate Governance Report. - The following disclosures shall be made in the section on the corporate governance of the annual report.(1)A brief statement on listed entity's philosophy on code of governance.(2)Board of directors:(a)composition and category of directors (e.g. promoter, executive, non-executive, independent non-executive, nominee director - institution represented and whether as lender or as equity investor);(b)attendance of each director at the meeting of the board of directors and the last annual general meeting;(c)number of other board of directors or committees in which a directors is a member or chairperson [, and with effect from the Annual Report for the year ended 31st March 2019, including separately the names of the listed entities where the person is a director and the category of directorship] ;(d)number of meetings of the board of directors held and dates on which held;(e)disclosure of relationships between directors inter-se;(f)number of shares and convertible instruments held by non- executive directors;(g)web link where details of familiarisation programmes imparted to independent directors is disclosed.(h)[ A chart or a matrix setting out the skills/expertise/competence of the board of directors specifying the following: (i)With effect from the financial year ending March 31, 2019, the list of core skills/expertise/competencies identified by the board of directors as required in the context of its business(es) and sector(s) for it to function effectively and those actually available with the board; and(ii)With effect from the financial year ended March 31, 2020, the names of directors who have such skills / expertise / competence(i)confirmation that in the opinion of the board, the independent directors fulfill the conditions specified in these regulations and are independent of the management.(j)detailed reasons for the resignation of an independent director who resigns before the expiry of his tenure along with a confirmation by such director that there are no other material reasons other than those provided.](3)Audit committee:(a)brief description of terms of reference;(b)composition, name of members and chairperson;(c)meetings and attendance during the year.(4)Nomination and Remuneration Committee:(a)brief description of terms of reference;(b)composition, name of members and chairperson;(c)meeting and attendance during the year;(d)performance evaluation criteria for independent directors.(5)Remuneration of Directors:(a)all pecuniary relationship or transactions of the non-executive directors vis-a-vis the listed entity shall be disclosed in the annual report;(b)criteria of making payments to non-executive directors. alternatively, this may be disseminated on the listed entity's website and reference drawn thereto in the annual report;(c)disclosures with respect to remuneration: in addition to disclosures required under the Companies Act, 2013, the following disclosures shall be made:(i)all elements of remuneration package of individual directors summarized under major groups, such as salary, benefits, bonuses, stock options, pension etc;(ii)details of fixed component and performance linked incentives, along with the performance criteria;(iii)service contracts, notice period, severance fees;(iv)stock option details, if any and whether issued at a discount as well as the period over which accrued and over which exercisable.(6)Stakeholders' grievance committee:(a)name of non-executive director heading the committee;(b)name and designation of compliance officer;(c)number of shareholders' complaints received so far;(d)number not solved to the satisfaction of shareholders;(e)number of pending complaints.(7)General body meetings:(a)location and time, where last three annual general meetings held;(b)whether any special resolutions passed in the previous three annual general meetings;(c)whether any special resolution passed last year through postal ballot - details of voting pattern;(d)person who conducted the postal ballot exercise;(e)whether any special resolution is proposed to be conducted through postal ballot;(f)procedure for postal ballot.(8)Means of communication:(b)newspapers wherein results normally published;(c)any website, where displayed;(d)whether it also displays official news releases; and(e)presentations made to institutional investors or to the analysts.(9)General shareholder information:(a)annual general meeting - date, time and venue;(c)dividend payment date;(d)the name and address of each stock exchange(s)at which the listed entity's securities are listed and a confirmation about payment of annual listing fee to each of such stock exchange(s);(f)market price data- high, low during each month in last financial year;(g)performance in comparison to broad-based indices such as BSE sen sex, CRISIL Index etc;(h)in case the securities are suspended from trading, the directors report shall explain there a son thereof;(i)registrar to an issue and share transfer agents;(j)share transfer system;(k)distribution of shareholding;(l)dematerialization of shares and liquidity;(m)outstanding global depository receipts or american depository receipts or warrants or any convertible instruments, conversion date and likely impact on equity;(n)commodity price risk or foreign exchange risk and hedging activities;(p)address for correspondence.(q)[ list of all credit ratings obtained by the entity along with any revisions thereto during the relevant financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the listed entity involving mobilization of funds, whether in India or abroad.] (10)Other Disclosures:(a)disclosures on materially significant related party transactions that may have potential conflict with the interests of listed entity at large;(b)details of non-compliance by the listed entity, penalties, strictures imposed on the listed entity by stock exchange(s) or the board or any statutory authority, on any matter related to capital markets, during the last three years;(c)details of establishment of vigil mechanism, whistle blower policy, and affirmation that no personnel has been denied access to the audit committee;(d)details of compliance with mandatory requirements and adoption of the non-mandatory requirements;(e)web link where policy for determining `material' subsidiaries is disclosed;(f)web link where policy on dealing with related party transactions;(g)disclosure of commodity price risks and commodity hedging activities.(h)[ Details of utilization of funds raised through preferential allotment or qualified institutions placement as specified under Regulation 32 (7A). (i)a certificate from a company secretary in practice that none of the directors on the board of the company have been debarred or disqualified from being appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any such statutory authority.(j)where the board had not accepted any recommendation of any committee of the board which is mandatorily required, in the relevant financial year, the same to be disclosed along with reasons thereof:Provided that the clause shall only apply where recommendation of / submission by the committee is required for the approval of the Board of Directors and shall not apply where prior approval of the relevant committee is required for undertaking any transaction under these Regulations.(k)total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/network entity of which the statutory auditor is a part.](l)[ disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: a. number of complaints filed during the financial yearb. number of complaints disposed of during the financial yearc. number of complaints pending as on end of the financial year](11)Non-compliance of any requirement of corporate governance report of sub-paras (2) to (10) above, with reasons thereof shall be disclosed.(12)The corporate governance report shall also disclose the extent to which the discretionary requirements as specified in Part E of Schedule II have been adopted.(13)The disclosures of the compliance with corporate governance requirements specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46shall be made in the section on corporate governance of the annual report.D. Declaration signed by the chief executive officer stating that the members of board of directors and senior management personnel have affirmed compliance with the code of conduct of board of directors and senior management.E. Compliance certificate from either the auditors or practicing company secretaries regarding compliance of conditions of corporate governance shall be annexed with the directors' report.F. Disclosures with respect to demat suspense account/unclaimed suspense account. - (1) The listed entity shall disclose the following details in its annual report, as long as there are shares in the demat suspense account or unclaimed suspense account, as applicable:(a)Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year;(b)number of shareholders who approached listed entity for transfer of shares from suspense account during the year;(c)number of shareholders to whom shares were transferred from suspense account during the year;(d)aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year;(e)that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.
VI: Manner of Dealing with Unclaimed Shares
[See Regulation 39(4)]A. The listed entity may delegate the following procedural requirements to a share transfer agent.B. Reminders to be sent. - (1) The listed entity shall send at least three reminder sat the address as mentioned below:(a)For shares in physical form, reminders shall be sent to the address given in the application form a swell as last a vail ab lead dressas per listed entity's record.(b)For shares in demat form, reminders shall be sent to the address captured in depository's database or address given in the application form, in case of application made in physical form.C. Procedure in case of non receipt of response to reminders. - (1) For shares in demat form, the unclaimed shares shall be credited to a demat suspense account with one of the Depository Participants,opened by the listed entity for this purpose.(2)For shares in physical form, the listed entity shall transfer all the shares into one folio in the name of "Unclaimed Suspense Account" and shall demat erialise the shares held in the Unclaimed Suspense Account with one of the Depository Participants.(3)The listed entity shall maintain details of shareholding of each individual allottee whose shares are credited to such demat suspense account or unclaimed suspense account, as applicable.(4)The demat suspense account or unclaimed suspense account, as applicable shall be held by the listed entity purely on behalf of the allottees who are entitled to the shares and the shares held in such suspense account shall not be transferred in any manner whatsoever except for the purpose of allotting the shares to the allottee as and when he/she approaches the listed entity.Provided that all such shares, in respect of which unpaid or unclaimed dividend has been transferred under Section 124 (5) of the Companies Act, 2013, shall also be transferred by the listed entity in accordance with Section 124 (6) of the Companies Act, 2013 and rules made thereunder.D. Procedure in case of claim by allottee. - (1) As and when the allottee approaches the listed entity, the listed entity shall, after proper verification of the identity of the allottee either credit the shares lying in the Unclaimed Suspense Account or demat suspense account, as applicable, to the demat account of the allottee to the extent of the allottee's entitlement,or deliver the physical certificate safter re-materialising the same,depending on what has been opted for by the allottee:Provided that there materialising of the physical certificates shall be done only in case where the shares were originally issued in physical form.E. Dealing with Corporate Benefits (in terms of securities accruing) and Voting Rights on such Unclaimed Shares. - (1) Any corporate benefits in terms of securities accruing on such shares viz. bonus shares, split etc., shall also be credited to such demat suspense account or unclaimed suspense account, as applicable for a period of seven years and thereafter shall be transferred by the listed entity in accordance with provisions of Section 124(5) read with Section 124 (6) of the Companies Act, 2013 and rules made thereunder.(2)The voting rights on such unclaimed shares shall remain frozen till therightfulowner claims theshares.
VII: Transfer of Securities
[See Regulation 40(7) and 61(4)]A. Requirement of Pan. - (1) For registration of transfer of securities, the transferee(s) as well as transferor(s) shall furnish a copy of their PAN card to the listed entity for registration of transfer of securities.(3)In cases where PAN card is not available i.e. in case of residents of Sikkim, the requirement of PAN Card may be substituted with Identity proof.(4)In case of mismatch in PAN card details as well as difference in maiden name and current name, in case of married women, of the holder(s) of securities, the listed entity may collect the PAN card as submitted by the transferee(s) or transferor(s) as the case maybe:Provided that this shall be subject to the listed entity verifying the veracity of the claim of such transferee(s) or transferor(s) by collecting sufficient documentary evidence in support of the identity of the transferee(s) or transferor(s).B. Differences in Signature. - (1) In case of minor differences in the signature of the transferor(s), the listed entity shall follow the following procedure for registering transfer of securities:(a)the listed entity shall promptly send to the first transferor(s), via speed post an intimation of the aforesaid defect in the documents and inform the transferor(s)that objection, supported by valid proof, is not lodged by the transferor(s) with the listed entity within fifteen days of receipt of the listed entity's letter, then these curities shall be transferred;(b)if the intimation to the transferor(s) is delivered and the objection from the transferor(s) with supporting documents is not received within fifteen days, the listed entity shall transfer the securities provided the listed entity does not suspect fraud or forgery in the matter:Provided that the listed entity shall maintain proof of delivery for in their record(s).(2)In case of major differences in, or non-availability of, the signature of the transferor(s), the listed entity shall follow the following procedure for registering transfer of securities:(a)The listed entity shall promptly send to the transferee(s), via Speed Post, an Objection Memo along with the documents in original marking the reason as "material signature difference/ non-availability of signature" and an advice to ensure submission of requested documents of the transferor(s);(b)The listed entity shall also send a copy of the Objection memo as per clause (a) of sub-para (2) to the transferor(s), via Speed Post, simultaneously;(c)The above Objection Memo in clause (a) and (b) of sub-para (2) shall also state the requirement of additional documents of transferor(s) as follows for effecting the transfer:(i)an Affidavit to update transferor(s) signature in its records;(ii)an original unsigned cancelled cheque and banker's attestation of the transferor(s) signature and address);(iii)contact details of the transferor(s) and ;(d)If the intimation to both the transferor(s) and the transferee(s) are delivered, requested documents of the transferor(s) are submitted to the listed entity and the address attested by the bank tallies with the address available in the database of listed entity, the listed entity, shall transfer the securities provided the listed entity does not suspect fraud or forgery in the matter:Provided that listed entity shall maintain proof of delivery in their record(s).C. Additional Documentation Requirements in Case of Transmission of Securities. - (1) In case of transmission of securities held in dematerialized mode, where the securities are held in a single name without a nominee, for the purpose of following simplified documentation, as prescribed by the depositories vide bye-laws or operating instructions, as applicable, the threshold limit is rupees five lakhs only per beneficiary owner account.(2)In case of transmission of securities held in physical mode:(a)where the securities are held in single name with a nominee:(i)duly signed transmission request form by the nominee;(ii)original or copy of death certificate duly attested by a notary public or by a gazetted officer;(iii)self attested copy of PAN card of the nominee.(b)[ where the securities are held in single name without a nominee, an affidavit from all legal heir(s) made on appropriate non judicial stamp paper, to the effect of identification and claim of legal ownership to the securities shall be required; Provided that in case the legal heir(s)/claimant(s) is named in the succession certificate or probate of will or will or letter of administration, an affidavit from such legal heir(s) / claimant(s) alone would be sufficient.Provided further that:(i)for value of securities, threshold limit of up to rupees two lakh only, per listed entity, as on date of application, a succession certificate or probate of will or will or letter of administration or court decree, as may be applicable in terms of Indian Succession Act, 1925 may be submitted :Provided that in the absence of such documents, the following documents may be submitted:1. no objection certificate from all legal heir(s) who do not object to such transmission or copy of family settlement deed duly notarized and executed by all the legal heirs of the deceased holder;
2. an indemnity bond made on appropriate non judicial stamp paper, indemnifying the Share Transfer Agent / listed entity;
(ii)for value of securities, more than rupees two lakh, per listed entity, as on date of application, a succession certificate or probate of will or will or letter of administration or court decree, as may be applicable in terms of Indian Succession Act, 1925 shall be submitted;(iii)the listed entity however, at its discretion, may enhance value of securities, threshold limit, of rupees two lakh.][***]
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Schedule VIII - Manner of Reviewing Form B Accompanying Annual Audited Results[See Regulations 33(6) and 33(7) , 52(3)(b) and 52(3)(c) and 95]A. Review by Stock Exchange(S).- The stock exchange(s) shall adopt the following procedure for reviewing the Form B and accompanying annual audit reports submitted in terms of clause (d) of sub-regulation (3) of regulation 33 and clause (a) of sub-regulation (3) of 52:(1) Stock exchange(s) shall carry out preliminary scrutiny of reports accompanied by Form B including seeking necessary explanation from the listed entity concerned and consider the same based on materiality of the modified opinion(s).(2) The parameters for ascertaining the materiality of modified opinion(s) shall be the impact of these modified opinions on the profit and loss and financial position of the listed entity.(3) For the purpose of uniformity, stock exchange(s) shall consult one another for deciding the criteria for preliminary scrutiny.(4) Further, stock exchange(s) shall also consult one another for distributing the work in case shares of the listed entity concerned are listed on more than one stock exchange(s).(5) Upon examining the audit reports based on the above parameters, stock exchange(s) shall refer those cases, which, in their opinion, need further examination, to the Board.(6) Stock exchange(s) shall display the list of listed entities which have filed their audit reports along with Form B.B. Review by the Qualified Audit Report Review Committee.- (1) The qualified audit report review committee shall be constituted by the board comprising of representatives from Institute of Chartered Accountants of India, stock exchange(s), Ministry of Corporate Affairs etc.(2) The qualified audit report review committee shall review the cases received from the stock exchange(s) and guide the Board in processing the annual audit reports with modified opinion(s).(3) After analyzing the modified opinion(s) in audit reports, qualified audit report review committee may make the following recommendations:(a) If qualified audit report review committee is of the view that the impact of modified opinion is not significant, it may recommend rectification of such modified opinion in the subsequent financial year;(b) If qualified audit report review committee is of the view that the impact of modified opinionis significant and the explanation given by the listed entity concerned in Form B is unsatisfactory, the case may be referred to the Financial Reporting Review Board of Institute of Chartered Accountants of India, for their opinion on whether the modified opinion is justified.(c) Based on the opinion of the financial reporting review board, qualified audit report review committee may recommend the following:(i) If Financial Reporting Review Board opines that modified opinion is justified, qualified audit report review committee may recommend submission of revised pro-forma financial results, incorporating the effect of the modified opinion, to the stock exchange(s) in the manner as specified in para (E) below.(ii) If financial reporting review board is of the view that modified opinion is not justified, Institute of Chartered Accountants of India may take up the matter appropriately with the statutory auditor of the listed entity.(d) If a modified opinion is not quantifiable, qualified audit report review committee may recommend rectification of such modified opinion in the subsequent financial year.C.Based on the recommendations of qualified audit report review committee and/or the opinion of Financial Reporting Review Board, the Board may direct the listed entity concerned to rectify its modified opinion and/or submit the revised pro-forma financial results in the manner specified in sub-para (3) of para (B).D.The Board may, at any stage, in the interest of investors, take any other necessary action as it deems fit.E. Submission of Revised Pro-Forma Financial Results.- (1) The listed entity shall undertake the following steps for submission of revised pro-forma financial results:(a) The listed entity shall submit revised pro-forma financial results, incorporating the effect of the modified opinion, to the stock exchange(s) within two months from the date of receipt of such direction from Board.(b) The accounting impact of such modified opinion shall be carried out as a prior period item in the financial statements of the subsequent financial year.F.The review of all Form Bs and the accompanying annual audit reports shall be carried out twice a year based on the reports received up to half year ending on June and December of every year and for this purpose, the following timelines are prescribed:{|
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| Activity |
To be completed by |
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Filing of annual audit reports and Form A/Form Bby the listed entity
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As per the regulations |
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Preliminary scrutiny of the reports receivedduring the half year (January - June and July - December eachyear) by stock exchange(s) and referring cases to the Board
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One month from the end of half year ending onJune and December each year.
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Review of the cases by qualified audit reportreview committee
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One month from the date of receipt of reportfrom the stock exchange(s).
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Referring cases to Financial Reporting ReviewBoard of Institute of Chartered Accountants of India
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Fifteen days from the date of decision of thequalified audit report review committee
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Receipt of reply from Financial Reporting ReviewBoard
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One month from the date of referral by qualifiedaudit report review committee
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Communication of decision on the case to thelisted entity concerned and the stock exchange(s).
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Fifteen days from the date of decision ofqualified audit report review committee /Financial ReportingReview Board
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Submission of revised pro-forma financialresults by the listed entity concerned.
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Within two months from the date of letter ofcommunication to the concerned entity.
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IX- Amendments to Other Regulations
[See regulation 100]1. Amendment to Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009.
(i)For regulation 7 the following shall be substituted, namely:-7. Security Deposit. - (1) The issuer shall deposit, before the opening of subscription list, and keep deposited with the stock exchange(s), an amount calculated at the rate of one per cent. of the amount of securities offered for subscription to the public.
(2)The amount specified in sub-regulation (1) shall be deposited in the manner specified by Board and/or stock exchange(s).(3)The amount specified in sub-regulation (1) shall be refundable or forfeitable in the manner specified by the Board.(ii)In regulation 98, after clause (f), the following clauses shall be inserted, namely,-"(g) the issuing company shall ensure that the underlying equity shares against which IDRs are issued have been or will be listed in its home country before listing of IDRs in stock exchange(s).(h)the issuing company shall ensure that the underlying shares of IDRs shall rank pari-passu with the existing shares of the same class."(iii)In regulation 101, for sub-regulation (1) the following shall be substituted, namely:-"(1) The issuing company shall appoint one or more merchant bankers, at least one of whom shall be a lead merchant banker and shall also appoint other intermediaries, in consultation with the lead merchant banker and shall enter into an agreement with the merchant banker on the lines of format of agreement as specified in Schedule II."(iv)After regulation 101 and before regulation 102, the following regulation shall be inserted, namely:-101A. Agreements with other intermediaries and others. - (1) The issuing company shall appoint a registrar and transfer agent which has connectivity with all the depositories.
(2)The issuing company shall enter into an agreement with overseas custodian bank and domestic depository.(3)The lead merchant banker, after independently assessing the capability of other intermediaries and others to carry out their obligations, shall advise the issuing company on their appointment."(v)For regulation 102 the following shall be substituted, namely:-102. Display of bid data and issue of allotment letter. - (1) The stock exchange(s) offering online bidding system for the book building process shall display on their website, the data pertaining to book built IDR issue, in the format specified in Part B(2) of Schedule XI, from the date of opening of the bids till at least three days after closure of bids.
(2)The issuing company shall ensure that letter of allotment for the IDRs are issued simultaneously to all allottees and that in the event of it being impossible to issue letters of regret at the same time, a notice to that effect be issued in the media so that it appears on the morning after the letters of allotment have been dispatched."(vi)for regulation 106J the following shall be substituted, namely,-106J. Period of subscription and issue of allotment letter. - (1) A rights issue shall be open for subscription in India for a period as applicable under the laws of its home country but in no case less than ten days.
(2)The issuing company shall ensure that it sends the allotment letter of rights to IDR Holders at the time they are sent to shareholders of the issuing company as per the requirement of its home country or other jurisdictions where its securities are listed.(vii)in regulation 106M, the words, number and symbol "regulation 7," shall be omitted.(viii)Chapter XI shall be renumbered as Chapter XII.(ix)Regulations 107, 108, 109, 110 and 111 shall be renumbered as 111, 112, 113, 114 and 115 respectively and any reference thereto in any regulation framed or any circular or guideline issued by the Board shall be read accordingly.(x)After Chapter X and before Chapter XII, the following Chapter shall be inserted, namely:-Chapter XI
Listing of Securities on Stock Exchanges
107. In-principle approval of recognized stock exchange(s). - (1) The issuer or the issuing company, as the case may be, shall obtain in-principle approval from recognised stock exchange as follows:
(a)in case of an initial public offer or an issue of Indian Depository Receipts (hereinafter referred to as `IDRs') , from all the recognised stock exchange(s) on which the issuer or the issuing company, proposes to get its specified securities or IDRs, as the case may be, listed; and(b)in case of other issues, before issuance of further securities, as follows:(i)where the securities are listed only on recognised stock exchange(s) having nationwide trading terminals, from all such stock exchange(s);(ii)where the securities are not listed on any recognised stock exchange having nationwide trading terminals, from all the stock exchange(s) on which the securities of the issuer are proposed to be listed;(iii)where the specified are listed on recognised stock exchange(s) having nationwide trading terminals as well as on the recognised stock exchange(s) not having nationwide trading terminals, from all recognised stock exchange(s) having nationwide trading terminals.108. Application for Listing. - (1) The issuer or the issuing company, as the case may be, shall complete the pre-listing formalities within the time lines specified by the Board from time to time.
(2)The issuer or the issuing company, as the case may be, shall, make an application for listing, within twenty days from the date of allotment, to one or more recognized stock exchange(s) along with the documents specified by stock exchange(s) from time to time.(3)In case of delay in making application for listing beyond twenty days from the date of allotment, the issuer or the issuing company, as the case may be, shall pay penal interest to allottees for each day of delay at the rate of atleastten per cent. per annum from the expiry of thirty days from date of allotment till the listing of such securities to the allottees.(4)In the event of non-receipt of listing permission from the stock exchange(s) by the issuer or the issuing company, as the case may be, or withdrawal of Observation Letter issued by the Board, wherever applicable, the securities shall not be eligible for listing and the issuer or the issuing company, as the case may be, shall be liable to refund the subscription monies, if any, to the respective allottees immediately alongwith interest at the rate of ten per cent. per annum from the date of allotment.109. Listing Agreement. - (1) Every issuer or the issuing company desirous of listing its securities on a recognised stock exchange shall execute a listing agreement with such stock exchange.
(2)Every issuer or the issuing company which has previously entered into agreement(s) with a recognised stock exchange to list its securities shall execute a fresh listing agreement with such stock exchange within six months of the date of notification of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.110. Obligation of stock exchange(s). - The stock exchange(s) shall grant in-principle approval/list the securities or reject the application for in principle approval /listing by the issuer or issuing company, as the case maybe, within thirty days from the later of the following dates:
(a)the date of receipt of application for in-principle approval/listing from issuer or the issuing company, as the case may be,;(b)the date of receipt of satisfactory reply from the issuer or the issuing company, as the case may be, in cases where the stock exchange(s) has sought any clarification from them."(xi)In Schedule VIII, in part E in clause 5, in item XVI, after sub-item B and before sub-item C, the following sub-item shall be inserted, namely:-"(BA) Dealing with Fractional Entitlement:Manner of dealing with fractional entitlement viz. payment of the equivalent of the value, if any, of the fractional rights in cash etc."(xii)In Schedule XIX, in part A, in item 13, after sub-item(e), the following sub-item shall be inserted, namely:-"(f) Different classes of shares based on different criteria, if any."(xiii)In Schedule XIX, in part A, in item 14, before sub-item (a), the following general instructions shall be inserted, namely:-General Instructions:(1)The format of disclosure of financial results may be as per the disclosure requirements of the issuing company in the home country where the Issuing Company is listed.(2)The issuing company shall intimate to the investors in the offer document the type of disclosures that it will follow i.e. whether as per Indian GAAP, IFRS or US GAAP and any change in such format shall be informed to the IDR Holders by way of notices to the stock exchange.(xiv)In Schedule XIX, in Part B, in item 2, after sub-item (d), the following sub-item shall be inserted, namely:-"(e) Different classes of shares based on different criteria, if any."(xv)In Schedule XX in the reference title the number "110" shall be substituted, with the number "114".2. Amendment to Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008.
(i)After regulation 12 and before regulation 13, the following regulation shall be inserted, namely:-12A. Allotment of securities and payment of interest. - (1) The Issuer shall ensure that that in case of listing of debt securities issued to public, allotment of securities offered to public shall be made within thirty days of the closure of the public issue.
(2)Where the debt securities are not allotted and/or application moneys are not refunded within the stipulated period in sub-regulation (1), the issuer shall undertake to pay interest at the rate of fifteen per cent. per annum.(3)Credit to demat accounts of the allottees shall be made within two working days from the date of allotment."(ii)After regulation 19 and before regulation 20, the following regulations shall be inserted, namely:-19A. Listing Agreement. - (1) Every issuer desirous of listing its debt securities on a recognised stock exchange shall execute an agreement with such stock exchange.
(2)Every issuer which has previously entered into agreements with a recognised stock exchange to list its debt securities shall execute a fresh listing agreement with such stock exchange within six months of the date of notification of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.19B. Security Deposit. - (1) The issuer shall deposit, before the opening of subscription list, and keep deposited with the stock exchange(s) an amount calculated at the rate of one per cent. of the amount of securities offered for subscription to the public.
(2)The amount stipulated in sub-regulation (1) shall be deposited in the manner specified by Board and/or stock exchange(s).(3)The amount stipulated in sub-regulation (1) shall be refundable or forfeitable in the manner specified by the Board."(iii)For regulation 23, the following shall be substituted, namely:-23. Continuous Listing Conditions. - All the issuers making public issues of debt securities or seeking listing of debt securities issued on private placement basis shall comply with the conditions of listing specified in the respective listing agreement for debt securities."
3. Amendment to Securities and Exchange Board of India(Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013.
(i)After regulation 16 and before regulation 17, the following regulations shall be inserted, namely:-16A. Listing Agreement. - (1) Every issuer desirous of listing its non-convertible redeemable preference shares, or perpetual noncumulative preference shares or innovative perpetual debt instruments on a recognised stock exchange, shall execute an agreement with such stock exchange.
(2)Every issuer which has previously entered into agreements with a recognised stock exchange to list nonconvertible redeemable preference shares, or perpetual non-cumulative preference shares or innovative perpetual debt instruments shall execute a fresh listing agreement with such stock exchange within six months of the date of notification of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.16B. Security Deposit. - (1) The issuer shall deposit, before the opening of subscription list, and keep deposited with the stock exchange(s) an amount calculated at the rate of one per cent. of the amount of securities offered for subscription to the public.
(2)The amount stipulated in sub-regulation (1) shall be deposited in the manner specified by Board and/or stock exchange(s).(3)The amount stipulated in sub-regulation (1) shall be refundable or forfeitable in the manner specified by the Board."(ii)In regulation 20, sub-regulations (2) and (3) shall be omitted.(iii)In Schedule I, in para. III, in sub-para (ii), under the heading "Delay in Dispatch of Allotment Letters or Refund Orders" after the word and sign "closure." and before the words "The issuer further agrees", the following shall be inserted, namely:-"Issuer agrees that credit to demat accounts of the allottees shall be made within two working days from the date of allotment."4. Amendment to Securities and Exchange Board of India (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008.
(i)In regulation 31, after sub-regulation (8), the following sub-regulation shall be inserted, namely:-"(9) Credit to demat accounts of the allottees shall be made by the issuer within two working days from the date of allotment."(ii)After regulation 35 and before regulation 36, the following regulation shall be inserted, namely:-35A. Listing Agreement. - (1) Every special purpose distinct entity desirous of listing securitised debt instruments on a recognised stock exchange, shall execute an agreement with such stock exchange.
(2)Every special purpose distinct entity which has previously entered into agreements with a recognised stock exchange to list securitised debt instruments shall execute a fresh listing agreement with such stock exchange within six months of the date of notification of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.35B. Security Deposit. - (1) The issuer shall deposit, before the opening of subscription list, and keep deposited with the stock exchange(s) an amount calculated at the rate of one per cent. of the amount of securities offered for subscription to the public.
(2)The amount stipulated in sub-regulation (1) shall be deposited in the manner specified by Board and/or stock exchange(s)(s).(3)The amount stipulated in sub-regulation (1) shall be refundable or forfeitable in the manner specified by the Board."(iii)In regulation 36, sub-regulation (3) shall be substituted with the following, namely:-"(3)Incase of a private placement of securitised debt instruments, the special purpose distinct entity shall file listing particulars with the recognised stock exchange, along with the application made under sub-regulation (1) of regulation 35, containing such information as may be necessary for any investor in the secondary market to make an informed investment decision in respect of its securitised debt instruments and the special purpose distinct entity shall promptly disseminate such information, as prescribed, in such manner as the recognised stock exchange(s) may determine from time to time".(iv)For regulation 37, the following shall be substituted, namely:-37. Continuous listing conditions. - The special purpose distinct entity or trustee thereof shall submit such information, including financial information relating to the schemes, to the stock exchanges and investors and comply with such other continuing obligations as may be stipulated in the listing agreement."
5. Amendment to Securities and Exchange Board of India (Mutual Funds) Regulations, 1996.
After regulation 31, the following regulation shall be inserted, namely:-31A. In-principle approval from recognised stock exchange(s). - The listed entity, which intends to list units of its scheme on the recognised stock exchange(s), shall obtain `in principle' approval from recognised stock exchange(s) in the manner as specified by the recognised stock exchange(s) from time to time.
31B. Listing Agreement. - (1) Every mutual fund desirous of listing units of its schemes on a recognised stock exchange shall execute an agreement with such stock exchange.
(2)Every mutual fund which has previously entered into agreements with a recognised stock exchange to list units of its schemes shall execute a fresh listing agreement with such stock exchange within six months of the date of notification of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015."
X- List of SEBI Circulars Which Stand Rescinded
[See Regulation 103]
| S.No |
Number |
Dated |
Subject |
| 1. |
SE/2376 |
April 3, 1992 |
Amendment to Clause 41 of Listing Agreement |
| 2. |
SE/2936 |
April 6, 1992 |
1% Listing Deposit |
| 3. |
SMD/SED/N/JJ/4984/94 |
September 23, 1994 |
Submission of B/S & details of utilisationof funds, etc.- Cl32 and 43 of LA
|
| 4. |
SMD/SED/CIR/94/6669 |
October 31, 1994 |
Forfeiture of 1% Listing Deposit |
| 5. |
SMD-I(N)/JJ/2331/95 |
June 26, 1995 |
Submission of Cash Flow Statement. |
| 6. |
SMD-I(N)/JJ/2621/95 |
July 11, 1995 |
Effective Year of Submission of Cash FlowStatement
|
| 7. |
SMD/RCG/JJ/1819/96 |
May 15, 1996 |
Allotment within 30 days- amendment to LA |
| 8. |
03/SMD/96 |
May 17, 1996 |
Amendment to Clause 32 of the Listing Agreement. |
| 9. |
RRTI CIRCULAR NO.2 (97-98) |
June 4, 1997 |
Payment of dividend/Interest rounded off to thenearest rupee
|
| 10. |
SMD/POLICY/CIR-22/97 |
September 22, 1997 |
Amendment to the Listing Agreement Clause 40Aand 40B amendment
|
| 11. |
SMD/POLICY/CIR- 06/98 |
February 12, 1998 |
Amendment in the Listing Agreement Transfer ofshares - R Chandrasekaran committee
|
| 12. |
SMD/Policy/CIR-12/98 |
April 07, 1998 |
Amendment to Listing Agreement Clause 36 and 41- Bhave Committee
|
| 13. |
SMD/POLICY/CIR-13/98 |
April 16, 1998 |
Amendment to Listing Agreement price sensitiveinformation
|
| 14. |
SMD/POLICY/CIR-26/97 |
September 17, 1998 |
Quarterly results - Mutual Fund providingquarterly results will not be applicable to a Mutual Fund
|
| 15. |
SMD/POLICY CIR-04/99 |
March 8, 1999 |
Listing Agreement - Amendment Clause 32 andClause 41 - status on the Y2K preparedness level
|
| 16. |
SMDRP/CIR-07/99 |
April 9, 1999 |
Trading and settlement of trades indematerialised securities notice period about book-closure /record date - 42 to 30 days
|
| 17. |
SMDRP/POLICY/CIR- 8 /99 |
April 26, 1999 |
Listing Agreement - Amendment Clause 32 andClause 41 related to disclosure of turnover and income from newbusiness subsequent to change in name - software/informationtechnology business.
|
| 18. |
SMD/POLICY/CIR-12/99 |
May 18, 1999 |
Listing Agreement - Amendment Compliance Officershall be the Company Secretary - Malegam Commitee
|
| 19. |
SMDRP/POLICY/CIR-14/98 |
May 19, 1999 |
Listing Agreement - Amendment Submission ofcomplete Balance Sheet - Clause 32
|
| 20. |
SMD/POLICY/CIR-18/99 |
July 01, 1999 |
Listing Agreement - Amendment company shallpublish/submit the audited results within two months from the endof the last quarter of the financial year
|
| 21. |
SMD/POLICY/CIR-24/99 |
July 14, 1999 |
Listing Agreement - Amendment provide correctand adequate information to Credit Rating Agencies
|
| 22. |
SMD-II/POLICY/CIR - 08 /2000 |
February 04, 2000 |
Amendments to the Listing Agreement |
| 23. |
SMDRP/POLICY/CIR-10/2000 |
February 21, 2000 |
|
| 24. |
SMDRP/POLICY/CIR-13/2000 |
March 09, 2000 |
|
| 25. |
SMD-II/Policy/Cir- 14/2000 |
April 06, 2000 |
Amendments to the Listing Agreement |
| 26. |
SMDRP/POLICY/CIR-15/2000 |
April 10, 2000 |
Reduction in the no delivery period at exchanges |
| 27. |
SMDRP/POLICY/Cir-21/2000 |
May 10, 2000 |
Clause 43 of the Listing Agreement - Statementon utilisation of funds
|
| 28. |
PMIMD/8755/2000 |
May 31, 2000 |
Reference of cases for relaxation of Rule19(2)(b) of Securities Contract (Regulation) Act, 1957
|
| 29. |
SMD/POLICY/CIR-26/2000 |
July 04, 2000 |
Amendment to the Listing Agreement |
| 30. |
SMDRP/Policy/Cir-30 /00 |
July 25, 2000 |
Amendment to the Listing Agreement |
| 31. |
SMDRP/POLICY/CIR- 35/2000 |
August 04, 2000 |
|
| 32. |
SMDRP/POLICY/ CIR-42/2000 |
September 12, 2000 |
Listing Agreement - Amendments to Clause 49 |
| 33. |
SMDRP/POLICY/CIR-55/00 |
December 06, 2000 |
|
| 34. |
SMDRP/POLICY/ CIR- 03/01 |
January 22, 2001 |
Enforcement of Corporate Governance |
| 35. |
SMDRP/POLICY/ CIR-7/01 |
February 01, 2001 |
Distribution of Share Holding |
| 36. |
SMDRP/Policy/Cir-15 /2001 |
March 08, 2001 |
Listing of further issue of capital |
| 37. |
SMDRP/POLICY/ CIR- 28/01 |
May 02, 2001 |
Non-promoter holding on a continuous basis andminimum number of shareholders
|
| 38. |
SMDRP/Policy/Cir- 29 /01 |
May 22, 2001 |
Practice of granting conditional listingpermission
|
| 39. |
SMDRP/Policy/Cir-44 /01 |
August 31 , 2001 |
Amendment to the Listing Agreement |
| 40. |
SMDRP/POLICY/CIR-46/2001 |
September 27, 2001 |
Delay in transfer of shares by companies |
| 41. |
SMDRP/Policy/Cir- 47 /01 |
October 04, 2001 |
Amendment the Listing Agreement |
| 42. |
DCC/FITTCIR-3//2001 |
October 15, 2001 |
facility of ECS for distributing dividends orother cash benefits
|
| 43. |
SMDRP/Policy/Cir- 48 /2001 |
October 19, 2001 |
Segment Reporting in Quarterly Financial Resultsunder Clause 41 of the Listing Agreement
|
| 44. |
SMDRP/POLICY/ CIR- 53 /01 |
Dec 31, 2001 |
Amendments to Clause 49 of the Listing Agreement |
| 45. |
SMD/POLICY/ CIR- 1 /02 |
January 02, 2002 |
Sub: Amendments to the Listing Agreement |
| 46. |
SMD/Policy/Cir-10/2002 |
May 07, 2002 |
Amendment to the Listing Agreement |
| 47. |
SMD/Policy/Cir-11 /02 |
May 10, 2002 |
Amendment to the Listing Agreement |
| 48. |
SMD/POLICY/Cir-13/02 |
June 20, 2002 |
Electronic Data Information Filing And Retrieval(EDIFAR)
|
| 49. |
SMD/Policy/Cir-16 /2002 |
June 26, 2002 |
|
| 50. |
SMD/POLICY/Cir-17/02 |
July 3, 2002 |
Electronic Data Information Filing and Retrievalsystem (EDIFAR).
|
| 51. |
SMD/Policy/Cir-23 /02 |
September 17, 2002 |
Electronic Data Information Filing And Retrieval(EDIFAR)
|
| 52. |
SMD/Policy/Cir- 27 /02 |
December 20, 2002 |
Electronic Data Information Filing And Retrieval(EDIFAR)
|
| 53. |
SMD/Policy/Cir-2 /2003 |
January 10, 2003 |
Amendment to Listing Agreement - Clause 32 andClause 41.
|
| 54. |
SMD/Policy/Listing/Cir-5/2003 |
February 12, 2003 |
Non-compliance of provisions of listingagreement.
|
| 55. |
SEBI/SMD/Policy/List/Cir -17/2003 |
May 08, 2003 |
Amendment to the listing agreement regardingdisclosure pertaining to schemes ofarrangement/merger/amalgamation /reconstruction filed before theCourt
|
| 56. |
SEBI/SMD/SE/Cir-23/2003/18/06 |
June 02, 2003 |
Electronic Data Information Filing And Retrieval(EDIFAR)
|
| 57. |
SEBI/SMD/SE/25/2003/ 19 /06 |
June 19, 2003 |
Listing Fees |
| 58. |
SEBI/MRD/SE/31/2003/26/08 |
August 26, 2003 |
Corporate Governance in listed Companies -Clause 49 of the Listing Agreement
|
| 59. |
MRD/Policy/Cir - 35 /2003/29/09 |
September 29, 2003 |
Listing of further issue of capital |
| 60. |
SEBI/MRD/SE/AT/36/2003/30/09 |
September 30, 2003 |
Secondary Market for Corporate Debt Securities. |
| 61. |
SEBI/CFD/DIL/SE/43/2003 |
November 20, 2003 |
Reduction in Notice Period for fixing the Bookclosure/Record date
|
| 62. |
SEBI/MRD/SE/AT/46/2003 |
December 22, 2003 |
Secondary Market for Corporate Debt Securities -Clarifications
|
| 63. |
SEBI/MRD/Policy/AT/Cir-20/2004 |
April 30, 2004 |
Frequent change of names by listed companies |
| 64. |
SEBI/CFD/DIL/CG/1/2004/12/10 |
October 29, 2004 |
Corporate Governance in listed Companies -Clause 49 of the Listing Agreement
|
| 65. |
SEBI/CFD/DIL/CIR- 39 /2004/11/01 |
November 01, 2004 |
Model Listing Agreement for listing of DebtSecurities
|
| 66. |
SEBI/DNPD/CIR-28/2004/12/07 |
December 08, 2004 |
Amendments to Clause 16 of the Equity ListingAgreement - Requirement of Notice Period
|
| 67. |
SEBI/CFD/DIL/CG/1/2005/29/3 |
March 29, 2005 |
Corporate Governance - Clause 49 of the ListingAgreement
|
| 68. |
SEBI/CFD/DIL/CG/1/2006/13/1 |
January 13, 2006 |
Corporate Governance in listed Companies -Clause 49 of the Listing Agreement
|
| 69. |
SEBI/CFD/DIL/IDR/1/2006/3/4 |
April 03, 2006 |
Listing Agreement for Indian Depository Receipts(IDRs)
|
| 70. |
SEBI/CFD/DIL/LA/2006/13/4 |
April 13, 2006 |
Amendments to Clause 40A and Clause 35 of EquityListing Agreement
|
| 71. |
SEBI/CFD/DIL/LA/1/2007/20/03 |
March 20, 2007 |
Amendments to the Listing Agreement forDebentures
|
| 72. |
SEBI/CFD/DIL/LA/2/2007/ 26/4 |
April 26, 2007 |
Amendments to Clause 32 of Equity ListingAgreement
|
| 73. |
SEBI/CFD/DIL/LA/3/2007/10/07 |
July 10, 2007 |
Amendments to Clause 41 of Equity ListingAgreement
|
| 74. |
MIRSD/DPS III//Cir- 11/07 |
August 06, 2007 |
Dissemination of Information on Debentures |
| 75. |
SEBI/CFD/DIL/LA/4/2007/27/12 |
December 27, 2007 |
Amendments to Equity Listing Agreement |
| 76. |
SEBI/CFD/DIL/CG/1/2008/08/04 |
April 08, 2008 |
Corporate Governance in listed Companies -Clause 49 of the Listing Agreement
|
| 77. |
SEBI/CFD/DIL/LA/ 5/2008/4/09 |
September 04, 2008 |
Amendment in Equity Listing Agreement |
| 78. |
SEBI/CFD/DIL/CG/2/2008/23/10 |
October 23, 2008 |
Corporate Governance in listed Companies -Clause 49 of the Listing Agreement
|
| 79. |
SEBI/CFD/DIL/LA/2009/3/2 |
February 03, 2009 |
Amendments to Equity Listing Agreement |
| 80. |
SEBI/CFD/DIL/LA/1/2009/24/04 |
April 24, 2009 |
Amendments to the Equity Listing Agreement |
| 81. |
SEBI/IMD/BOND/1/2009/11/05 |
May 11, 2009 |
Simplified Listing Agreement for Debt Securities |
| 82. |
MRD/DoP/ Cir-05/2009 |
May 20, 2009 |
PAN requirement for transfer of shares inphysical form
|
| 83. |
SEBI/CFD/DIL/IDR/1/2009/16/06 |
June 16, 2009 |
Model Listing Agreement for listing of IndianDepository Receipts (IDRs)
|
| 84. |
MRD/DoP/SE/Cir-07/2009 |
July 21, 2009 |
Abolition of no-delivery period for all types ofcorporate actions.
|
| 85. |
SEBI/CFD/DIL/LA/2/2009/21/7 |
July 21, 2009 |
Amendments to the Equity Listing Agreement-Clause 28A
|
| 86. |
SEBI/CFD/DIL/LA/3/2009/03/09 |
September 03, 2009 |
Amendments to Equity Listing Agreement |
| 87. |
SEBI/IMD/DOF-1/BOND/Cir- 5/2009 |
November 26, 2009 |
Simplified Debt Listing Agreement for DebtSecurities - Amendments
|
| 88. |
SEBI/IMD/DOF-1/BOND/Cir- 1/2010 |
January 07, 2010 |
Simplified Debt Listing Agreement for DebtSecurities - Amendments
|
| 89. |
SEBI/MRD/DoP/SE/RTA/Cir- 03/2010 |
January 07, 2010 |
PAN requirement for transmission of shares inphysical form
|
| 90. |
CIR/CFD/DIL/1/2010 |
April 05, 2010 |
Listing Conditions-Amendments to the EquityListing Agreement
|
| 91. |
CIR/CFD/DCR/3/2010 |
April 16, 2010 |
Discontinuation of Electronic Data InformationFiling and Retrieval (EDIFAR) System.
|
| 92. |
Cir/ CFD /DCR/5 /2010 |
May 07, 2010 |
Making Annual Reports of Listed Companies easilyaccessible Making Annual Reports of Listed Companies easilyaccessible
|
| 93. |
CIR/CFD/DIL/6/2010 |
May 17, 2010 |
Conditions of listing for issuers seekinglisting on SME Exchange - Model SME Equity Listing Agreement
|
| 94. |
SEBI/Cir/ISD/ 2 /2010 |
October 26, 2010 |
Clarification on Trading Rules and shareholdingin dematerialized mode
|
| 95. |
CIR/CFD/DIL/10/2010 |
December 16, 2010 |
Amendment to Equity Listing Agreement |
| 96. |
Cir. /IMD/DF/5/2011 |
March 16, 2011 |
Listing Agreement for Securitized DebtInstruments
|
| 97. |
CIR/CFD/DIL/3/2011 |
June 03, 2011 |
Redemption of Indian Depository Receipts (IDRs)into Underlying Equity Shares
|
| 98. |
CIR/MRD/DP/ 07 /2011 |
June 16, 2011 |
Change of Name by Listed Companies |
| 99. |
Cir/ISD/ 3/2011 |
June 17, 2011 |
Shareholding of promoter / promoter group to bein dematerialized mode
|
| 100. |
SEBI/Cir/ISD/ 05 /2011 |
September 30, 2011 |
Clarification on 100% promoter holding in dematform
|
| 101. |
CIR/CFD/DIL/7/2011 |
October 05, 2011 |
Amendments to the Equity, IDR and SME EquityListing Agreements
|
| 102. |
CIR/CFD/DIL/1/2012 |
February 08, 2012 |
Amendment to Clause 40A and 43 of Equity ListingAgreement
|
| 103. |
SEBI/Cir/ISD/ 1 /2012 |
March 30, 2012 |
Exemptions from 100% promoter(s) holding indemat form
|
| 104. |
CIR/CFD/DIL/4/2012 |
April 16, 2012 |
Amendments to the Equity Listing Agreement -Formats for Disclosure of Financial Results
|
| 105. |
CIR/MIRSD/8 /2012 |
July 05 , 2012 |
Reduction of Time-line for Transfer of EquityShares and Prescription of Time-line for Transfer of DebtSecurities
|
| 106. |
CIR/CFD/DIL/6/2012 |
July 13, 2012 |
Amendments to the Equity Listing Agreement -Platform for E-Voting by Shareholders of Listed Entities
|
| 107. |
CIR/CFD/DIL/7/2012 |
August 13, 2012 |
Manner of Dealing with Audit Reports filed byListed Companies
|
| 108. |
CIR/OIAE/1/2012 |
August 13, 2012 |
Redressal of investor grievances against listedcompanies in SEBI Complaints Redress System (SCORES).
|
| 109. |
CIR/CFD/DIL/8/2012 |
August 13, 2012 |
Business Responsibility Reports |
| 110. |
CIR/CFD/DIL/10/2012 |
August 28, 2012 |
Redemption of Indian Depository Receipts (IDRs)into Underlying Equity Shares
|
| 111. |
CIR/CFD/DIL/11/2012 |
August 29, 2012 |
Manner of achieving minimum public shareholdingrequirements in terms of SCRR, 1957
|
| 112. |
CIR/CFD/DIL/2/2013 |
January 03, 2013 |
Clarification on Clause 36 of the Equity ListingAgreement
|
| 113. |
CIR/CFD/DIL/3/2013 |
January 17, 2013 |
Amendment to ESOP |
| 114. |
CIR/CFD/DIL/5/2013 |
February 04, 2013 |
Scheme of Arrangement under the Companies Act,1956 - Revised requirements for the Stock Exchanges and ListedCompanies
|
| 115. |
CIR/CFD/DIL/6/2013 |
March 01, 2013 |
Guidelines for Enabling Partial Two-WayFungibility of Indian Depository Receipts (IDRs)
|
| 116. |
CIR/MRD/DP/10/2013 |
March 21, 2013 |
Sub: Usage of electronic payment modes formaking cash payments to the investors
|
| 117. |
CIR/CFD/DIL/7/2013 |
May 13, 2013 |
ESOP - Clarification |
| 118. |
CIR/CFD/DIL/8/2013 |
May 21, 2013 |
Scheme of Arrangement under the Companies Act,1956 - Revised requirements for the Stock Exchanges and ListedCompanies - Clarification
|
| 119. |
CIR/CFD/DIL/9/2013 |
June 05, 2013 |
Manner of Dealing with Audit Reports filed byListed Companies"- Clarification
|
| 120. |
CIR/MRD/ DSA / 31 /2013 |
September 30, 2013 |
Standard Operating Procedure |
| 121. |
CIR/CFD/POLICYCELL/13/2013 |
November 18, 2013 |
Compliance with the provisions of Equity ListingAgreement by listed companies - Monitoring by Stock Exchanges
|
| 122. |
CIR/CFD/POLICYCELL/14/2013 |
November 29, 2013 |
ESOP - Clarification- Extension of time line foralignment
|
| 123. |
CIR/CFD/DIL/1/2014 |
March 25, 2014 |
Format for Auditors' Certificate required underClause 24(i) of the Equity Listing Agreement
|
| 124. |
CIR/CFD/POLICY CELL/2/2014 |
April 17, 2014 |
Corporate Governance in listed entities -Amendments to Clauses 35B and 49 of the Equity Listing Agreement
|
| 125. |
CIR/CFD/POLICYCELL/3/2014 |
June 27, 2014 |
ESOP - Clarification- Extension of time line foralignment
|
| 126. |
CIR/CFD/DIL/4/2014 |
August 01, 2014 |
Monitoring of Compliance by Stock Exchanges |
| 127. |
CIR/CFD/POLICY CELL/7/2014 |
September 15, 2014 |
Corporate Governance in listed entities -Amendments to Clause 49 of the Equity Listing Agreement
|
| 128. |
CIR/CFD/CMD/1/2015 |
April 08, 2015 |
Fine structure for non-compliance with therequirement of Clause 49(II)(A)(1) of Listing Agreement
|
