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SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS 2015 HIGHLIGHTS AND ANALYSIS

Corporate Laws / Banking / SEBI / LLP - By: - Bhavik Gala - Dated:- 19-1-2016 - Securities and Exchange Board of India (SEBI) on September 2, 2015 issued the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ) with the aim to consolidate and streamline the provisions of existing listing agreements for different segments of capital markets such as equity shares (including convertibles), non convertible debt securities, etc. and disclosure norms in rela .....

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areholders under various circumstances, shall be effective from September 02, 2015 itself. APPLICABILITY: The Listing Regulations are applicable to a ―listed entity who has listed any of the following designated securities on recognized stock exchange(s): a. Specified securities i.e. equity shares and convertible securities listed on main Board, or SME Exchange or institutional Trading Platform; b. Non-convertible Debt Securities, Non-convertible Redeemable Preference Shares, Perpetual Deb .....

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IOUS CHAPTERS OF LISTING REGULATIONS GENERAL OBLIGATIONS OF LISTING - CHAPTER II OF LISTING REGULATIONS 1. The listed entity which has listed securities shall make disclosures and abide by its obligations under these regulations in accordance with the Principles enunciated in the Listing Regulations. 2. The principles of Listed Entities whose specified securities are listed on recognized stock exchange(s) are similar to those provided under Clause 49 of the Equity Listing Agreement which broadly .....

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r convertible securities, non-convertible debt securities, non-convertible redeemable preference shares, perpetual debt instrument, perpetual non-cumulative preference shares, Indian depository receipts, securitised debt instruments, units issued by mutual funds and any other securities as may be specified by the SEBI. 1. The listed entity shall ensure that KMP, directors, promoters or any other person dealing with the listed entity, complies with responsibilities or obligations, if any, assigne .....

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at its duly convened Meeting/or through Circular Resolution. 3. Compliance Certificate to be provided to Stock Exchanges by Compliance Officer and Share Transfer Agent duly signed by both the compliance officer of the listed entity and the authorised representative of the share transfer agent, wherever applicable, within one month of end of each half of the financial year, certifying compliance with the requirements of Regulation 7(2) with respect to all the activities relating to Share Transfer .....

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reports, statements, documents, filings and any other information with the recognised stock exchange(s) on the electronic platform and proper infrastructure shall be put in place by listed entity. This means that electronic filing will be compulsory from December 01, 2015 and accordingly the listed entities shall ensure that appropriate infrastructure and electronic systems are in place in the listed entities to ensure the electronic filing. 7. Dividend/ Interest / Redemption or Repayment shall .....

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ring the quarter, disposed of during the quarter and those remaining unresolved at the end of the quarter. The said statement shall be placed before the Board on Quarterly basis. OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SPECIFIED SECURITIES I.E. EQUITY SHARES AND CONVERTIBLE SECURITIES - CHAPTER IV OF LISTING REGULATIONS The listed entities whose equity shares and convertible securities are listed on recognized Stock Exchanges shall comply under this Chapter: 1. The role of audit commit .....

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ena in Regulations which was earlier referred to as Qualification in Audit Report in Listing Agreement. It is pertinent to note that as per SA 7057, ―modified opinion includes qualified opinion, adverse opinion and disclaimer of opinion. Accordingly, as per the Regulation, the audit committee will have to also review adverse opinion on audit report and disclaimer of opinion on audit report. 2. All existing material related party contracts or arrangements entered into prior to the date of n .....

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n even then by virtue of the Listing Regulations, the dis-interested related party also would be abstained from voting. 4. Modification or reclassification of the status of the shareholders shall be allowed only on application made by Company to stock exchanges and all relevant evidence and on being satisfied with the compliance of conditions mentioned in this regulation. 5. When a new promoter replaces the previous promoter subsequent to an open offer or in any other manner, re-classification m .....

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ally managed companies-No group can hold more than 1%. 6. The Financial Results shall be approved by the Board of Directors which was not specifically provided under Listing Agreement earlier. 7. The listed entity shall on the direction issued by the Board, carry out necessary steps, for rectification of modified opinion and/or submission of revised pro-forma financial results, in the manner specified in Schedule VIII of the Listing Regulations. 8. There is no mention to submit the explanation o .....

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imation regarding date of the Board meetings in which the financial results will be considered, has been reduced to five days prior to the meeting (excluding the date of the intimation and date of the meeting). 11. Listed entity shall inter- alia give prior intimation for fund raising by way of further public offer, rights issue, American Depository Receipts/Global Depository Receipts/Foreign Currency Convertible Bonds, qualified institutions placement, debt issue, preferential issue or any othe .....

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getting approved by the shareholders in the Annual General Meeting which earlier was required to be sent as soon as they were sent to shareholders. 13. Disclosure pertaining to Loans and advances in the nature of loans where there is: (I) no repayment schedule or repayment beyond seven years or (II) no interest or interest below section 372A of Companies Act, 1956 by name and amount was required to be provided in Consolidated Financial Statements in Annual Report, the same has been done away wit .....

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quirement under the Equity Listing Agreement. 16. Every listed entity shall make disclosures of any events or information which, in the opinion of the board of directors of the listed company, is material. Certain events are deemed to be material as per the list provided in the Regulations under Schedule III i.e. no test of materiality to be applied for such events. Certain events have to be decided as material based on criteria provided in the Regulations. 17. The listed entity shall frame a Bo .....

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till such time the event is resolved/closed, with relevant explanations. 20. The listed entity shall disclose all material events or information with respect to subsidiaries for the listed entity. 21. Change in name of the listed entity shall be done only after receiving confirmation from Stock Exchange upon filing application of the same. 23. The Company whose specified securities are listed i.e. equity and / or convertible securities shall maintain functional website and inter - alia following .....

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ear and on a cumulative basis till date), (ii) number of hours spent by independent directors in such programmes (during the year and on cumulative basis till date), and (iii) other relevant details details of agreements entered into with the media companies and/or their associates, etc; schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange; OBLIGATIONS OF LISTED ENTIT .....

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adhered if the listed entity whose specified securities i.e. equity shares and convertibles as well as NCD s or NCPS are listed as the same has been exempted under Chapter VI of the Regulations which exempts compliances of certain provisions of Chapter V whose specified securities as well as NCDs or NCPS are listed. 2. Listed entity shall intimate to the stock exchange(s), at least two working days in advance, excluding the date of the intimation and date of the meeting, regarding the meeting o .....

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redemption of NCD s or redeemable preference shares. 4. Certain disclosures shall be required to be disclosed as per Part B of Schedule III to the Regulations by Listed entities. 5. The listed entity shall prepare and submit un-audited Limited Review Report or audited financial results along with Audit Report on a half yearly basis in the format as specified by the Board within forty five days from the end of the half year to the recognised stock exchange(s). 6. The listed entity shall, within .....

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terly, half-yearly, year-to-date and annual financial statements, as applicable, the extent and nature of security created and maintained with respect to its secured listed NCD s. 9 Each rating obtained by the listed entity with respect to non-convertible debt securities shall be reviewed at least once a year by a credit rating agency registered by the SEBI. 10. The listed entity shall forward certain prescribed information to the debenture trustee promptly as per Regulation 56. 11. The listed e .....

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s) Regulations, 2008 have been complied with. 13. Annual Reports shall be provided to holders of NCDs and also certain half yearly communication to be provided as per Regulation 52(4) and 52(5). 14. Notice of all meetings shall be sent to NCD s holder along with Proxy Forms. 15. The structure of NCD/NCPS shall not be modified unless application is made to Stock Exchange and approval is received thereon and approval of Board, Debenture Trustees and requisite approval after meeting of Debenture Ho .....

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s or redemption thereof or in creation of security as per the terms of the issue of debt securities. 18. All listed entities who have listed their Debt Securities shall have functional website and the following information shall be displayed on website: (a) details of its business; (b) financial information including complete copy of the annual report including balance sheet, profit and loss account, directors report etc; (c) contact information of the designated officials of the listed entity w .....

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owing events: (i) default by issuer to pay interest on or redemption amount; (ii) failure to create a charge on the assets; (iii) revision of rating assigned to the non convertible debt securities: The listed entities whose equity shares/convertibles as well as NCDs or NCPS are listed shall not comply with the aforesaid compliance requirement as per Chapter VI of the Regulations. INDICATIVE OF LIST OF IMMEDIATE ACTIONABLES UNDER LISTING REGULATIONS Prepare and get the Policy relating to Preserva .....

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ified Company Secretary apart from the said Company Secretary also. Get the Uniform Listing Agreement duly approved by Board of Directors executed with Stock Exchanges though the time limit is within six months from September 02, 2015. Ensure functional Website and relevant information as required under the Listing Regulations have been uploaded by November 30, 2015 and ensure updated information on the Website all time incase of any changes pertaining to the same. An event based/time based chec .....

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