TMI BlogNon-compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Standard Operating Procedure for suspension and revocation of trading of specified securitiesX X X X Extracts X X X X X X X X Extracts X X X X ..... t resort for non-compliance with certain provisions of the Listing Regulations, freezing of entire shareholding of the promoter and promoter group and the standard operating procedure for suspension of trading in case the non-compliance is continuing and/or repetitive. 2. Pursuant to the amendments to Listing Regulations and to further streamline the Standard Operating Procedure for dealing with non-compliances, it has been decided to issue the present Circular in supersession of the said Circular bearing number SEBI/HO/CFD/CMD/CIR/P/2018/77 dated May 3, 2018. 3. Henceforth, the stock exchanges shall, having regard to the interests of investors and the securities market: a) Take action in case of non-compliances with the Listing Regulations as specified in Annexure I of this Circular, and. b) Follow the Standard Operating Procedure ( SOP ) for suspension and revocation of suspension of trading of specified securities as specified in Annexure II of this Circular. Stock Exchanges may deviate from the above, if found necessary, only after recording reasons in writing. 4. In order to ensure effective enforcement of the Listing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hereunder, by a listed entity as under: Sl. No. Regulation Fine payable and/or other action to be taken for non-compliance in respect of listed entity 1. Regulation 6(1) Non-compliance with requirement to appoint a qualified company secretary as the compliance officer ₹ 1,000 per day 2. Regulation 7(1) Non-compliance with requirement to appoint share transfer agent ₹ 1,000 per day 3. Regulation 13(1)* Failure to ensure that adequate steps are taken for expeditious redressal of investor complaints ₹ 1,000 per day 4. Regulation 13(3) Non-submission of the statement on shareholder complaints within the period prescribed under this regulation or u ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 14. Regulation 24A Non-compliance with submission of secretarial compliance report ₹ 2000 per day 15. Regulation 27(2) Non-submission of the Corporate governance compliance report within the period provided under this regulation ₹ 2,000 per day 16. Regulation 28 (1) Non-compliance with obtaining in-principle approval of stock exchange(s) before issuance of securities. ₹ 50,000 per instance 17. Regulation 29(2)/29(3) Delay in furnishing prior intimation about the meeting of the board of directors ₹ 10,000 per instance of non-compliance per item 18. Regulation 31 Non-submission of shareholding pattern ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... of financial year. ₹ 25,000 per instance 27. Regulation 45(3) Non-obtaining approval of stock exchange(s) before filing request for change of name with Registrar of Companies. ₹ 25,000 per instance 28. Regulation 46 Non-compliance with norms pertaining to functional website Advisory/warning letter per instance of non-compliance per item ₹ 10,000 per instance for every additional advisory/warning letter exceeding the four advisory/ warning letters in a financial year 2. Concerned recognized stock exchange(s) shall display on their website non-compliance by the listed entity and details of fine levied/ action taken. 3. The amount of fine realized as per the above structure shall be credited to the Investor Protection Fund of the concerned recognized stock exchange. 4. The fines specified above shall continue to accrue till the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ) in such entity as well as all other securities held in the demat account of the promoter(s), immediately from the date of compliance. 8. If any non-compliant listed entity fails to pay the fine despite receipt of the notice as stated above, the recognized stock exchange(s) may also initiate appropriate enforcement action. 9. The recognised stock exchange(s) shall also advise the non-compliant listed entity to ensure that the subject matter of non-compliance which has been identified and indicated by the recognised stock exchange(s) and any subsequent action taken by the recognised stock exchange(s) in this regard shall be placed before the Board of Directors of the company in its next meeting. Comments made by the board shall be duly informed to the recognised stock exchange(s) for dissemination. ANNEXURE II STANDARD OPERATING PROCEDURE (SOP) 1. If a listed entity is non-compliant with the provisions of the Listing Regulations as specified under paragraph 2 below, in terms of this circular, the concerned recognized stock exchange(s) shall: (a) Move the scrip of the listed entity to Z category wherein ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... r the purpose of the Circular, it is clarified that non-compliance for two consecutive quarters of aforementioned Regulations 17(1) and 18(1), refers to two complete consecutive quarters (180 days) of non-compliance. 3. If the non-compliant listed entity complies with the aforesaid requirement(s) after the date of suspension, the recognized stock exchange(s) shall revoke the suspension of trading of its shares by following the procedure prescribed at paragraph C below. 4. If the non-compliant listed entity fails to comply with the aforesaid requirement(s) within 6 months from the date of suspension, the recognized stock exchange(s) shall initiate the process of compulsory delisting of the non-compliant listed entity in accordance with the provisions of the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation) Rules, 1957 and the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 as amended from time to time. A. Standard operating procedure for moving the scrip to Z Category i. If a listed entity defaults in complying with the provisions of the Listing Regulations as s ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cable fine within 21 days of the date of the intimation. While issuing the said intimation, the recognized stock exchange(s) shall also inform other recognized stock exchange(s) where the shares of the non-compliant entity are listed to ensure that the date of suspension is uniform across all the recognised stock exchange(s). Simultaneously, the recognized stock exchange(s) shall give a public notice on its website proposing possible suspension of trading in the shares of the non-compliant listed entity 30 days prior to date of suspension. ii. If the non-compliant listed entity complies with respective requirement(s) two working days before the proposed date of suspension, the trading in its shares shall not be suspended and the concerned recognized stock exchange(s) shall give a public notice on its website informing compliance by the listed entity. While issuing the said notice, the recognized stock exchange(s) shall send intimation of notice to other recognized stock exchange(s) where the shares of the entity are listed. iii. In case of failure to comply with respective requirement(s), the recognized stock exchange(s) shall suspend the trading in the shar ..... X X X X Extracts X X X X X X X X Extracts X X X X
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