TMI BlogDISCLOSURES OF EVENTS OR INFORMATIONX X X X Extracts X X X X X X X X Extracts X X X X ..... ing or to be incorporated, 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-paragraph and such change exceeds two per cent of the total shareholding or voting rights in the said company; or (c) the cost of acquisition or the price at which the shares are acquired exceeds the threshold specified in sub-clause (c) of clause (i) of sub-regulation (4) of regulation 30. Explanation (2) - For the purpose of this sub-paragraph, sale or disposal of subsidiary and sale of stake in associate company shall include- (i) an agreement to sell or sale of shares or voting rights in a company such that the company ceases to be a wholly owned subsidiary, a subsidiary or an associate company of the listed entity; or (ii) an agreement to sell or sale of shares or voting rights in a subsidiary or associate company such that the amount of the sale exceeds the threshold specified in sub-clause (c) of clause (i) o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... , directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity, shall be disclosed to the Stock Exchanges, including disclosure of any rescission, amendment or alteration of such agreements thereto, whether or not the listed entity is a party to such agreements: Provided that such agreements entered into by a listed entity in the normal course of business shall not be required to be disclosed unless they, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or they are required to be disclosed in terms of any other provisions of these regulations. Explanation: For the purpose of this clause, the term directly or indirectly includes agreements creating obligation on the parties to such agreements to ensure that listed entity shall or shall not ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ion 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 15 [ disclosures ] as specified in sub-clause (i) 16 [ and (ii) ] above.] 35 [ (7C) In case of resignation of key managerial personnel, senior management, Compliance Officer or director other than an independent director; the letter of resignation along with detailed reasons for the resignation as given by the key managerial personnel, senior management, Compliance Officer or director shall be disclosed to the stock exchanges by the listed entities within seven days from the date that such resignation comes into effect. (7D) In case the Managing Director or Chief Executive Officer of the listed entity was indisposed or unavailable to fulfil the requirements of the role in a regular manner for more than forty five days in any rolling period of ninety days, the same along with the reasons for such indisposition or unavailability, shall be disclosed to the stock exchange(s). ] 8. Appointment or discontinuation of share transfer agent. 9 [ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ing 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-facto 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; m) Approval of resolution plan by the Tribunal or rejection, if applicable; 6 [ n) Proposed steps to be taken ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ve the same meaning as defined under the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021. (19) Action(s) initiated or orders passed by any regulatory, statutory, enforcement authority or judicial body against the listed entity or its directors, key managerial personnel, senior management, promoter or subsidiary, in relation to the listed entity, in respect of the following: (a) search or seizure; or (b) re-opening of accounts under section 130 of the Companies Act, 2013; or (c) investigation under the provisions of Chapter XIV of the Companies Act, 2013; along with the following details pertaining to the actions(s) initiated, taken or orders passed: i. name of the authority; ii. nature and details of the action(s) taken, initiated or order(s) passed; iii. date of receipt of direction or order, including any ad-interim or interim orders, or any other communication from the authority; iv. details of the violation(s)/contravention(s) committed or alleged to be committed; v. impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible. (20) Actio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... vents such as strikes, lockouts etc. 7. Effect(s) arising out of change in the regulatory framework applicable to the listed entity 41 [ 8. Pendency of any litigation(s) or dispute(s) or the outcome thereof which may have an impact on the listed entity. ] 42 [ 9. Frauds or defaults by employees of the listed entity which has or may have an impact on the listed entity. ] 10. Options to purchase securities including any ESOP/ESPS Scheme. 11. Giving of guarantees or indemnity or becoming a surety 43 [ , by whatever named called, ] 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. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ommencement 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). 24 [ **** ] (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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 23) Proceedings of Annual and extraordinary general meetings of the listed entity; (24) 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 the 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 the amount of default or rejection or withdrawal, as applicable; d) Public announcement made pursuant to the 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)I of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016; f) Appointment/ Replacement of the Resolution Professional; g) Prior or post-facto intimation of the meetings of Committee of Creditors; h) Brief particulars of invitation of resolution plans under section 25(2)(h) of Insolvency Code ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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, gr ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... eting; (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 disc ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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. 3 [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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... le 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.] ********** 1 Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, w.e.f. 1.4.2019. 2 Inserted by SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2018, w.e.f. 31.05.2018. 3 Inserted by SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2018, w.e.f. 06.09.2018. 4. Inserted vide Notification No. SEBI/LAD-NRO/GN/2020/33 dated 08-10-2020 5. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/02 dated 08-01-2021 before it was read as l) Any other material information not involving commercial secrets. 6. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/02 dated 08-01-2021 7. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 8. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as auditor 9. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... y non-convertible debt securities or reduction, redemption, cancellation, retirement in whole or in part of any non-convertible redeemable preference shares; 23. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as debt And or non-convertible redeemable preference shares 24. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as 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. 25. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as debenture 26. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as the And redeemable preference shares or non-convertible 27. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as (16) any other change that shall affect the rights and obligations of the holders of non-convertible debt securities / non-c ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ey managerial personnel or promoter. 34. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/131 dated 14-06-2023 (shall come into force on the thirtieth day from the date of their publication in the Official Gazette) 35. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/131 dated 14-06-2023 (shall come into force on the thirtieth day from the date of their publication in the Official Gazette) 36. Omitted vide Notification No. SEBI/LAD-NRO/GN/2023/131 dated 14-06-2023 (shall come into force on the thirtieth day from the date of their publication in the Official Gazette) before it was read as, Reference to BIFR and 37. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/131 dated 14-06-2023 (shall come into force on the thirtieth day from the date of their publication in the Official Gazette) 38. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/131 dated 14-06-2023 (shall come into force on the thirtieth day from the date of their publication in the Official Gazette) 39. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/131 dated 14-06-2023 (shall come into force on the thirtieth day from the date of their publication in the Offic ..... X X X X Extracts X X X X X X X X Extracts X X X X
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