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TMI BlogContinuous Disclosure Requirements for Listed Entities - Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015X X X X Extracts X X X X X X X X Extracts X X X X ..... III of the Listing Regulations. 2. The Listing Regulations divide the events that need to be disclosed broadly in two categories. The events that have to be necessarily disclosed without applying any test of materiality are indicated in Para A of Part A of Schedule III of the Listing Regulation. Para B of Part A of Schedule III indicates the events that should be disclosed by the listed entity, if considered material. Annexure-I of this circular indicates the details that need to be provided while disclosing events given in Para A and Para B of Schedule III. The guidance on when an event / information can be said to have occurred is placed at Annexure II. The said details as mentioned above are given to provide guidance to listed entity and the entity has the responsibility to make disclosures that are appropriate and would be consistent with the facts of each event. In case the listed entity does not disclose any such specified details, it shall state appropriate reasoning for the same as part of the disclosure. 3. In case of securities or the derivatives which are listed outside India by the listed entity, parity in disclosures shall be followed and whatever is disclosed on ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the acquired entity has presence and any other significant information (in brief); [Explanation: For the purpose of the above disclosures the term 'acquisition' shall have the same meaning as defined in explanation of sub-para (1) of Para (A) of Part (A) of Schedule III of Listing Regulations]. 1.2. Amalgamation/ Merger: a) name of the entity(ies) forming part of the amalgamation/merger, details in brief such as, size, turnover etc.; b) whether the transaction would fall within related party transactions? If yes, whether the same is done at "arms length"; c) area of business of the entity(ies); d) rationale for amalgamation/ merger; e) in case of cash consideration - amount or otherwise share exchange ratio; f) brief details of change in shareholding pattern (if any)of listed entity. 1.3. De-merger: a) brief details of the division(s) to be demerged; b) turnover of the demerged division and as percentage to the total turnover of the listed entity in the immediately preceding financial year / based on financials of the last financial year; c) rationale for demerger; d) brief details of change in shareholding pattern (if any)of all entities; e) in case of cash consider ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... s of the investors; ii. post allotment of securities - outcome of the subscription, issue price / allotted price (in case of convertibles), number of investors; iii. in case of convertibles - intimation on conversion of securities or on lapse of the tenure of the instrument; e) in case of bonus issue the listed entity shall disclose the following additional details to the stock exchange(s): i. whether bonus is out of free reserves created out of profits or share premium account; ii. bonus ratio; iii. details of share capital - pre and post bonus issue; iv. free reserves and/ or share premium required for implementing the bonus issue; v. free reserves and/ or share premium available for capitalization and the date as on which such balance is available; vi. whether the aforesaid figures are audited; vii. estimated date by which such bonus shares would be credited/dispatched; f) in case of issuance of depository receipts (ADR/GDR) or FCCB the listed entity shall disclose following additional details to the stock exchange(s): i. name of the stock exchange(s) where ADR/GDR/FCCBs are listed (opening - closing status) / proposed to be listed; ii. proposed no. of eq ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... aid up capital bought back; e) pre & post shareholding pattern. 2.4. Any restriction on transferability of securities: a) authority issuing attachment or prohibitory orders; b) brief details and reasons for attachment or prohibitory orders; c) name of registered holders against whom restriction on transferability has been placed; d) total number of securities so affected; e) distinctive numbers of such securities if applicable; f) period for which order would be applicable (if stated). 2.5. Any action, which will result in alteration of the terms or structure of any existing securities, including, but not limited to: a) forfeiture of shares; b) 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; c) proposal to issue any class of securities; d) alterations of capital, including calls; e) change in the terms regarding redemption/cancellation/retirement in whole or in part of any securities issued by the listed entity. 3. Revision in Rating(s) The listed entity shall notify the stock ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... o restrict any change in capital structure etc.; 5.5. whether, the said parties are related to promoter/promoter group/ group companies in any manner. If yes, nature of relationship; 5.6. whether the transaction would fall within related party transactions? If yes, whether the same is done at "arms length"; 5.7. in case of issuance of shares to the parties, details of issue price, class of shares issued; 5.8. any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc; 5.9. in case of termination or amendment of agreement, listed entity shall disclose additional details to the stock exchange(s): a) name of parties to the agreement; b) nature of the agreement; c) date of execution of the agreement; d) details of amendment and impact thereof or reasons of termination and impact thereof. 6. Fraud/ Defaults by promoter or key managerial personnel or by the listed entity or arrest of key managerial personnel or promoter: 6.1. At the time of unearthing of fraud or occurrence of the default / arrest: a) nature of fraud/default/arrest; b) estimated ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hem or advertised in the media by the listed entity and the following: 12.1. date of notice/call letters/resolutions etc.; 12.2. brief details viz. agenda (if any) proposed to be taken up, resolution to be passed, manner of approval proposed etc. 13. Proceedings of annual and extraordinary general meetings of the listed entity and the following details in brief: 13.1. date of the meeting; 13.2. brief details of items deliberated and results thereof; 13.3. manner of approval proposed for certain items (e-voting etc.). 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. B. Details which a listed entity need to disclose for events on which the listed entity may apply materiality in terms of Para B of Part A of Schedule III of Listing Regulations of Listing Regulations 1. Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/division: The listed entity shall notify the stock exchange(s) regarding the commencement of c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ies in which the product is launched (in case of international). 4. Awarding, bagging/ receiving, amendment or termination of awarded/bagged orders/contracts, not in the normal course of business: 4.1. Awarding of order(s)/contract(s): Only important terms and conditions which may be as under needs to be disclosed: a) name of the entity to which order(s)/contract(s) is awarded; b) whether order(s) / contract(s) is awarded to domestic/ international entity c) significant terms and conditions of order(s)/contract(s) awarded, in brief; d) time period, if any, associated with the order(s)/contract(s); e) broad commercial consideration or size of the order(s)/contract(s); f) whether the promoter/ promoter group/group companies have any interest in that entity to whom the order(s)/contract(s) is awarded? If Yes, nature of interest and details thereof; g) whether the same would fall within related party transactions? If yes, whether the same is done at "arms length". 4.2. Bagging/Receiving of orders/contracts: Only important terms and conditions which may be as under needs to be disclosed: a) name of the entity awarding the order(s)/contract(s); b) significant terms and condit ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... arising out of such agreements, etc; k) in case of termination or amendment of agreement, listed entity shall disclose additional details to the stock exchange(s): i. name of parties to the agreement ; ii. nature of the agreement; iii. date of execution of the agreement; iv. details of amendment and impact thereof or reasons of termination and impact 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.: 6.1. At the time of occurrence: a) expected quantum of loss/damage caused; b) whether loss/damage covered by insurance or not including amount; c) estimated impact on the production/operations in case of strikes/lock outs; d) factory/unit where the strike/lock out takes place including reasons for such strike. 6.2. Regularly, till complete normalcy is restored: a) insurance amount claimed and realized by the listed entity for the loss/damage; b) the actual amount of damage caused due to the natural calamity or other force majeure events; c) details of steps taken to restore normalcy and the impact of the natur ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y on account of such fraud/default. 10. Options to purchase securities (including any Share Based Employee Benefit (SBEB) Scheme) at the time of instituting the scheme and vesting or exercise of options: a) brief details of options granted; b) whether the scheme is in terms of SEBI (SBEB) Regulations, 2014 (if applicable); c) total number of shares covered by these options; d) pricing formula; e) options vested; f) time within which option may be exercised; g) options exercised; h) money realized by exercise of options; i) the total number of shares arising as a result of exercise of option; j) options lapsed; k) variation of terms of options; l) brief details of significant terms; m) subsequent changes or cancellation or exercise of such options; n) diluted earnings per share pursuant to issue of equity shares on exercise of options. 11. Giving of guarantees or indemnity or becoming a surety for any third party: a) name of party for which such guarantees or indemnity or surety was given; b) whether the promoter/ promoter group/ group companies have any interest in this transaction? If yes, nature of interest and details thereof and whether the same is done at "ar ..... X X X X Extracts X X X X X X X X Extracts X X X X
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