SEBI (Listing Obligation and Disclosure Requirements) Regulations,2015. (Listing Regulations)

Transcription

1 SEBI (Listing Obligation and Disclosure Requirements) Regulations,2015 (Listing Regulations)

2 Chapter No. Content Remarks I Preliminary (Regulation 1to 3) Applicable II III IV V VI Principles Governing Disclosures and Obligations of Listed Entity (Regulation 4) Common Obligations of Listed Entities (Regulation 5 to 14) Obligations of Listed Entity which has Listed its Specified Securities (Regulation 15 to 48) Obligations of Listed Entity which has Listed its NON- CONVERTIBLE DEBT SECURITIES OR NON- CONVERTIBLE REDEEMABLE PREFERENCE SHARES OR BOTH (Regulation 49 to 62) Obligations of Listed Entity which has Listed its SPECIFIED SECURITIES AND EITHER NON- CONVERTIBLE DEBT SECURITIES OR NON- CONVERTIBLE REDEEMABLE PREFERENCE SHARES OR BOTH (Regulation 63 & 64) Applicable Applicable Applicable Not Applicable Not Applicable

3 Chapter No. Content Remarks VII VIII IX X Obligations Of Listed Entity which has Listed Its Indian Depository (Regulation 65 to 80) Obligations Of Listed Entity which has Listed its Securitized Debt (Regulation 81 to 87) Obligations Of Listed Entity which has Listed its Mutual Fund Units (Regulation 88 to 91) Duties And Obligations of the Recognized Stock Exchange (Regulation 92 to 97) Not Applicable Not Applicable Not Applicable Applicable XI Procedure for Action in Case of Default (Regulation 98 & 99) Applicable XII Miscellaneous (Regulation 100 to 103) Applicable

4 INDEX Sr. No. Particulars 1 Introduction 2 Features Replicated from Listing Agreement 3 Features Amended Provisions of Listing Agreement 4 Features New Provisions of Listing Agreement 5 Mapping of Listing Agreement with Listing Regulation

5 Introduction SEBI has Notified SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 on September 02, 2015 Effective from December 1,2015. The Regulation have been structured by Consolidating into one single document across Various Types of Securities Listed on SE. I. Equity Share Listed on Main Board II. SME Companies Listed on SME & SME ITP Trading Platform III. NCDs, NCRPS, Indian Depository Receipts, Securitized Debt Instruments and units issued by Mutual Fund Schemes. Regulations Contains 11 Chapters and 10 Schedules.

6 Provisions Replicated From LA. No Change in Submission time line for Financial Results, Shareholding Pattern, Corporate Governance Report. Security Deposit related provisions incorporated in ICDR Regulations. Disclosures of Voting Pattern results within 48 Hours of Meeting. Half yearly Certificate from PCS regarding Transfer of Securities. Payment of Listing Fees, Declaration of Dividend per share basis. Submission of Schemes in compliance with provisions of Securities Laws. Minimum public Shareholding Requirements. Restriction on issue of Superior voting right shares.

7 Amended Provisions From LA Reg. 6 Company require to Appoint Qualified CS as Compliance Officer, responsible for ensuring compliance with applicable laws, Monitoring Grievances redressal. To ensure process help accurate and correct disclosures. Reg. 7 - Appointment of RTA, in relation to transfer facility. Mandatory SEBI registration of In-House share transfer Facility if no. of Security holders exceeds One Lac. Reg. 13 Grievance Redressal Mechanism with Mandatory SCORES Registration and Quarterly Submission of Investor compliant status report Within 21 Days of end of Quarter to SE, said statement to be placed before BOD. Reg. 16 Material Subsidiary definition includes all subsidiary whose income or net worth exceeds twenty percent of the consolidated income or net worth respectively

8 Amended Provisions From LA (Continue) Reg. 17 Compliance Certificate to be Furnished by Chief Executive Officer(CEO) and Chief Financial Officer(CFO) to BOD. Reg. 28 In-principle Approval not required where company has obtained NOC from the Exchange for scheme of arrangement. Reg. 29 Board Meeting intimation for Financial results has been reduced to 5 days from 7 days. Reg. 30 Disclosure of Events: Policy to be Framed for Determining materiality approved by BOD. Company has to designate KMP for determining materiality of disclosures and submission to Exchange.

9 Amended Provisions From LA (Continue) Disclosures submitted to SEs to be updated on company website for 5 years and thereafter as per archival policy. Outcome of BM to be submitted within 30 min. Information relating to Material Events to be disclosed within 24 hours of occurring of such event. Reg. 32 Statement of Variations/ Deviations: Category wise variation between projected and actual utilization of fund to be submitted on Quarterly/ Annual basis till full utilization submitting to Exchange after reviewed by the audit committee. Annual Statement shall be certified by Statutory Auditor and placed before audit committee. Explanation for variation to be furnished in Directors report.

10 Amended Provisions From LA (Continue) Reg Financial Results: Authority to approve financial results with only the BOD. Limited review report to be submitted by Qualified CA on a quarterly Basis and to be placed before BOD. Company can opt for submission of quarterly consolidated results to the Exchange and shall intimate the same in First quarter of Financial year. Form A (for unmodified opinion)/ B (for modified opinion) to be submitted along with annual results (Standalone as well as Consolidated). Reg. 34 Annual Report: Annual Report to be send to securities holders at least 21 days before AGM. Annual Report to be submitted to Stock Exchange within 21 working days of its adoption at AGM.

11 Amended Provisions From LA (Continue) Reg. 36 Documents & Information to Shareholders: In case of Appointment/ Reappointment of Directors, the information relating to names of Listed Entities in which the person holds Directorship should be disclosed among Shareholders. Reg. 39 The Timeline for issuance of certificate pursuant to split/ consolidation/ renewal/ exchanges/ duplicate have been streamlined to 30 Days from the date of Lodgment. (Earlier 45 Days). Information regarding Loss of share certificates and issue of duplicate certificates, shall be submitted to SE within 2 days on getting of its Information. Reg. 42 Annual Book closure requirement is done away with. Company has to Fix the Record Date (Book Closure is optional). 5 working days gap between Board Meeting and Record Date.

12 Amended Provisions From LA (Continue) Reg. 44 Listed Entity to provide Facility of Remote e-voting facility to its shareholders in respect of all shareholder s resolutions. The Voting results to be submitted to SE within Forty Eight hours of conclusion of AGM. Reg. 45 Change in Name: In case after name change, company change its activities which is not reflected in its name then company should mandatorily change its name within 6 months. Before making application for change in name to ROC, Prior approval of SE is Mandatory. Reg. 46 Disclosure on Website: Any Change in the content of company s website shall be Updated within Two Working Days from the date of such change.

13 Amended Provisions From LA (Continue) Following Additional Information required for Dissemination of information at Company s Website: I. BOD committee composition, no. of programmes attended by Independent Directors. II. III. IV. Disclosures submitted to Stock Exchange, Board Meeting, Results, Shareholding pattern, Analyst Presentation. Policy on Material Events, Archival policy, Related party Transactions, Material Subsidiary. Agreement with Media Co. V. Contact Information of Designated person responsible for Investor Grievances & id VI. Statement of Deviation, Notices sent to Shareholders, Annual Report.

14 New Provisions From LA Reg. 4(1) Principles governing disclosures and obligation: To provide adequate, accurate, sufficient, timely & cost efficient access of information to the investors. Disclosure submitted should be in compliance with regulations in letter and spirit & taking into consideration the interest of all Stakeholders. Principles on Right of shareholders, Timely information, Equitable treatment, Role of stakeholders in CG, Disclosure & Transparency, Responsibility of Board. In case of ambiguity, Principles will prevail. Reg. 5 KMPs, Directors, Promoters are collectively responsible for compliance with the provisions of the regulations. Reg. 7 Compliance officer and RTA to provide half yearly compliance certificate regarding maintenance of activity of transfer facility (Reg. 7(1)) within 30 Days.

15 New Provisions From LA Reg. 8 Company need to Co-operate & provide information to SEBI Registered Intermediaries. (E.g.: Credit rating agencies, Debenture trustees). Reg. 9 Company to Devise policy approved by BOD on preservation of documents (physically or Electronic) either permanently or up to 8 years. Reg. 10 Company shall make the Filings on electronic platform as specified by Stock Exchange and Infrastructure has to be in place for the same. Reg. 12 Payment of Dividend/ Interest/ Redemption Amount: has to be made in Electronic mode approved by RBI. RTA shall maintain bank details of investors. Dividend exceeding Rs to be paid by cheque / warrant (speed post). Obligatory to print bank a/c details on payment warrant.

16 New Provisions From LA Reg. 25 Independent Directors to hold at least one meeting in a year, without the presence of non-independent directors and members of the management. Reg. 26 For the Purpose of Determination of Limit to be the Chairperson and Member of Committees for Directors, Audit Committee and Stakeholders relationship Committee alone shall be considered. Reg. 29(3) To consider variation of Shareholders rights/ securities/ terms of debentures, intimation to SE to be given before 11(Eleven) working days Notice of Board Meeting.

17 New Provisions From LA Reg. 31 A Reclassification of Promoters pursuant to (i) Transmission/ Inheritance, (ii) Open Offer, (iii) Company becoming professionally managed: Shareholders approval to be required in Annual General Meeting. Outgoing promoters along with Promoter Group & persons acting in concert cannot hold more than 10% of paid up equity capital. Outgoing Promoters cannot act as KMP for more than 3 years without shareholders approval. They shall not exercise control over the Listed entity and all Special rights shall be terminated. In case of professionally managed companies No Promoter group can hold more than (One)1%. Reg. 34 For Particulars to be contained in Annual Report, Business Responsibility Report is applicable to top 100 Listed companies as on March 31 every financial year.

18 New Provisions From LA Reg. 35 Annual Information Memorandum to be submitted as specified by SEBI. Reg. 40 Procedures prescribed for Transfer/ Transmission/ Transposition of securities: Prohibitory order to be serve by transferor within 60 Days, if Transferor objects to the transfer. Sch. VII requires PAN from transferor as well as transferee. Detailed procedure given to deal with difference in Signature. In case of delay in transfer the company has to compensate to aggrieved party and any claim/ dispute is to be settled by arbitration as per exchange bye-law. Reg. 47 Website link to be given in newspaper publications. Schedule V (10) Following non-compliance to be disclosed in Annual Report:

19 New Provisions From LA Non-Compliance, penalties imposed by SE/ SEBI/ Regulatory Authority on any matter related to Capital market. Web link of material subsidiary policy, RPT policy. Disclosures of commodity price risks & Commodity hedging activities. Non-Compliance of any requirement of Central government along with reason. Chapter X Duties & Obligation of Stock Exchanges: Dissemination of all the filings submitted by the listed entity immediately. Monitoring of compliance and adequacy/ accuracy of the disclosures filing by listed entity. Action by Exchange in case of Default by Listed entity. Obligation with respect to scheme of Arrangement (in line with SEBI circular dated Feb 4, 2013).

20 Mapping of Listing Agreement with Listing Regulation. Particulars Compliance Timeline Clause in LA Listing Regulation Book Closure/ Record Date Event Based Clause Intimation of BM Event Based 19 & Outcome of BM Event Based 20, 21 &41 30 & 33 In-principle approval Scheme of Arrangement Change in KMP & Auditors Event Based 24(a) 28 Event Based 24(f) & 24(g) 11 & 37 Event Based Annual report Annually 31 34

21 Mapping of Listing Agreement with Listing Regulation. Particulars Compliance Timeline Clause in LA Listing Regulation Form A/B Annually Name Change Event Based MOA/ AOA Event Based Shareholding Pattern Disclosure of Voting pattern & E- Voting Disclosure of Information Payment of Listing fees Quarterly & Event Based Event Based 35A & B 44 Event Based Annually 38 14

22 Mapping of Listing Agreement with Listing Regulation. Particulars Compliance Timeline Clause in LA Listing Regulation Minimum Public Shareholding Financial Results Utilization of Proceeds Appointment of compliance officer Certificate from PCS Corporate Governance Event Based 40A 38 Quarterly/ Annually Quarterly 43A 32 Continuous Basis 47A 6 Half yearly 47C 40(9) Quarterly & Annually 49 & to 27

23 Mapping of Listing Agreement with Listing Regulation. Particulars Website of the Company Agreement with media Company Business Responsibility Report Compliance Timeline Continuous Compliance Clause in LA Event Based Annually Listing Regulation

24 Action to be Initiated by Company Company to execute an agreement with National Stock Exchange (NSE) and Bombay Stock Exchange (BSE), where it is registered, under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

25 Action to be Initiated by Company Regulation Action 6 To Appoint a Qualified Company Secretary as the Compliance Officer, responsible for ensuring compliance with applicable laws, monitoring Grievance Redressal. 7(3) Company to submit a Compliance Certificate to SE signed by both Compliance officer and Authorized Representative of share transfer agent within 30 Days of end of each half of the financial year. 9 To frame a policy for Preservation of documents, approved by BOD. This is to be categorized as: I. Documents whose preservation shall be Permanent in nature. II. Documents with preservation period of not less than eight(8) years after completion of the relevant transactions.

26 Action to be Initiated by Company Regulation Action 13 Company to submit Investor complaint status report (Mandatory SCORES registration) within 21 days of the end of each quarter to SE, said statement to be placed before BOD. 16(c) Company to formulate a policy for Determining Material Subsidiary. Material Subsidiary shall mean a subsidiary, whose income or net worth exceeds 20% of consolidated income or net worth, of Listed company and its subsidiaries in the immediately preceding accounting year. 17(8) Chief executive officer and Chief financial officer to provide the compliance certificate to the Board of directors as specified in Part B of Schedule II. 22 Company to formulate a Vigil mechanism for Directors and employees to report genuine concerns. 23 Company to formulate a policy on Materiality of Related party transactions and on dealing with related party transactions.

27 Action to be Initiated by Company Regulation Action 27(2) Company to submit quarterly compliance report on Corporate governance within 15 days from end of the quarter to SE. 29(2) Company to give intimation about Board Meeting for Financial results to SE at least Five(5) days in advance 30 Company to frame policy for Determining Materiality of Events/ Information. 30(8) Company to Disclose on its Website all such events, which has been disclosed to stock exchange(s), for a minimum period of Five(5) years and thereafter as per archival policy of the Co. 31 Company to submit a statement showing Holding of securities and Shareholding pattern separately for each class of securities within 21(Twenty one) days from the end of each quarter.

28 Action to be Initiated by Company Regulation Action 33(3) Company to submit quarterly and year-to-date standalone financial results to SE within 45 days and to submit audited standalone financial results for the financial year within 60 days from the end of the financial year along with the audit report. 34(1) Company to submit the Annual report to SE within 21 working days of it being approved and adopted in AGM. 39(3) Company to submit information regarding Loss of share certificates and issue of the duplicate certificates, to SE within 2 days of its getting information. 40(9) Company to ensure that share transfer agent produces a certificate from Practicing Company Secretary within one month of the end of each half of the financial year, which shall be filed with SE simultaneously.

29 Action to be Initiated by Company Regulation Action 42(2) Company to give notice in advance of at least 7 working days(excluding the date of intimation and the record date) to SE of record date specifying the purpose of the record date. 44(3) Company to submit to SE, details regarding the Voting results, within Forty eight hours of conclusion of its General Meeting. 45 For the change in name of the company, Company to seek approval from SE before filing request of change to ROC. 46(3) Company to update any change in the content of its website within Two working days from the date of such change in content. 47(3) Company to publish Financial results within 48 hours of conclusion of the meeting of BOD at which the Financial results were approved.