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SEBI LISTING REGULATIONS
On 2 September 2015, SEBI notified SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘Listing Regulations’) giving 90 days for
implementation. Listing Regulations consolidate and streamline the provisions of Listing Agreements for different segments of capital market
viz.:
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Equity (including convertibles) issued by entities listed on Main Board, SME Exchange, Institutional Trading Platform
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Non-convertible Debt Securities (‘NCDs’) & Non-convertible Redeemable Preference Shares (‘NCRPS’)
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Indian Depository receipts (‘IDRs’)
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Securitized Debt Instruments
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Units issued by Mutual Funds
Listing Regulations streamline and segregate issuance / listing of securities with the relevant SEBI Regulations to avoid overlapping or confusion.
Provisions are aligned with those of Co Act 2013, wherever necessary. A shortened version of listing agreement is prescribed and existing entities were
required to sign the same within 6 months of the notification.
Key features of Listing Regulations:
Chapter
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Particulars
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I
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Preliminary
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II
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Guiding principles
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Broad principles (in line with IOSCO Principles) for periodic disclosures - Principles governing disclosures and obligations
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Principles of corporate governance (in line with OECD principles) - Compliance with corporate governance to achieve the objectives of the certain principles
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In case of ambiguity or incongruity between the princples and relevant regulations
→ the principles specified in Ch II shall
prevail
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III
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Common Obligations applicable to all Listed entities
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appointment of a qualified company secretary as the compliance officer
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appointment of a share transfer agent / manage the share transfer facility in-house and provide a ½ yearly compliance certificate
within 1 month
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Cooperate with intermediaries, where necessary
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Preservation of documents, whether permanent or for 8 years; electronic mode possible
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filing on electronic form,
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Scheme of arrangement not in violation of securities laws / requirements of SEs, (Exception: units of MF listed on
RSE)
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Mode of payment of dividend or interest or redemption or repayment: electronic or ‘payable-at-par’warrants / cheques; warrants /
cheques > ₹1500 → to be sent by speed post
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mandatory registration on SCORES etc. and quarterly status statement within 21 days
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IV
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Specified securities
(i.e. ‘equity shares’ and ‘Convertible Securities’ as defined under ICDR Regulations) on
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V
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VI
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Specified securities
AND
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VII
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IDRs
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VIII
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Securitized Debt
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IX
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Mutual Fund Units
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X
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Duties and obligations of the Recognised Stock Exchange(s) w.r.t.
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Dissemination of information, filings, etc
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Transferability of listed securities
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Draft / final scheme of arrangement
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Review Form B accompanying Annual Audit Report
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Grievance redressal
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Monitoring compliance, disclosures
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XI
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Procedure for action in case of default
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XII
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Miscellaneous
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Issue of Capital and Disclosure Requirements Regulations
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Issue and Listing of Debt Securities Regulations
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Issue and Listing of Non-Convertible Redeemable Preference Shares Regulations
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Public Offer and Listing of Securitised Debt Instruments Regulations
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Mutual Fund Regulations
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The corporate governance provisions applicable to (obligations of) a listed entity whose ‘Specified securities’ i.e. equity shares and
Convertible Securities are quite elaborate and are listed below.
2.1 Obligations of a Listed Entity which has listed its
Specified securities
2.1.1 Applicability
2.1.2 Non-applicability of provisions regulations 17 to 27, 46(2)(b) to (i) and Para C, D, E of Sch V (summarized in Para 2.1.4 to 2.1.11, highlighted
portion in Para 2.1.31)
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Listed entity having paid up equity share capital ≤ ₹ 10 crore AND net worth ≤ ₹ 25 crore, as on the last day of the previous
FY
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Listed entity which has listed its specified securities on the SME Exchange
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Other listed entities which are not companies, but body corporate or are subject to regulations under other statues
→ applicable to the extent it
does not violate their respective statutes and guidelines or directives issued by the relevant authorities
2.1.3 Definitions
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“Control”: same meaning as assigned to it under SAST Regulations 2011
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“Independent Director”: Definition matched with that in Co Act 2013
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“Material subsidiary”: a subsidiary, whose income / net worth > 20% of the consolidated income or net worth respectively of the
listed entity and its subsidiaries in the immediately preceding accounting year
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“senior management”:
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means officers/personnel of the listed entity who are members of its core management team excluding BoD and
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normally comprise all members of management one level below the executive directors, including all functional heads
2.1.4 BoD
Particulars
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Requirement
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Composition of Board
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Woman director - at least 1 - to be appointed on or before 31st March 2015
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EDs →
< 50% of BoD (implied)
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NEDs →
= 50% of BoD
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IDs →
= ? of BoD
If Chairperson NED, AND not a promoter / related to promoter or person occupying management position at BoD /one level
below BoD
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IDs →
= ½ of BoD
If No regular NED Chairperson OR Chairperson NED, being a promoter / related to promoter or person occupying management
position at BoD /one level below BoD
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“related to any promoter"
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if the promoter is a listed entity → its directors (other than IDs), employees or nominees
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if the promoter is an unlisted entity → its directors, employees or nominees
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Board meetings
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≥ 4 in a year
Gap
between any two meetings → ≤ 120 days
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Responsibilities of BoD
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periodically review compliance reports & steps taken to rectify non-compliances
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satisfy that succession plan for appointment to BoD and senior management are in place
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lay down code of conduct for all members of BoD and senior management inter alia incorporating duties of IDs under
Co Act 2013
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recommend fees or compensation to NED
incl. ID and seek approval in GM
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Specified minimum information to be placed before BoD
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Compliance certificate
by CEO & CFO
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lay down procedures to inform directors about risk assessment and minimization procedures
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responsible for framing, implementing and monitoring the risk management plan
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performance evaluation of IDs
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2.1.5 Committees
Particulars
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Audit committee
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Nomination and Remuneration Committee
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Composition
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At least 3 directors
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ALL Directors to be NED
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≥ 50% to be IDs
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Chairperson
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Role
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Specified
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Specified
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CS
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Meetings
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≥ 4 in a year
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Invitees
(at discretion)
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finance director / head of the finance function,
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head of internal audit
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statutory auditor’s representatives
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any other such executives
Occasionally AC may meet without the presence of any executives
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Quorum
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Higher of (1/3or 2)
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Powers
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investigate any activity within its terms
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of reference,
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seek information from any employee,
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obtain outside legal or other professional advice
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secure attendance of outsiders with relevant expertise, if it considers necessary
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2.1.5 Committees (Contd.)
Particulars
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Stakeholders Relationship Committee
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Risk Management Committee
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Purpose / Applicability
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specifically look into the mechanism of redressal of grievances of SH, DH and other SecH
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applicable to top 100 listed entities, based on market capitalisation, as at the end of the immediate previous FY
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Composition
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Chairperson
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Role
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Specified
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BoD to decide
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2.1.6 Vigil mechanism
2.1.7 Related Party Transactions
Policy
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Approval of Audit Committee
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Exception
: The need for RPT cannot be foreseen and aforesaid details are not available → AC may grant omnibus approval subject to their value ≤ ₹ 1
crore per transaction
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SH approval
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Non-applicability of provisions re: AC, SH approval to
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transactions entered into between two government companies;
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transactions entered into between a Hold Co and its WOS whose accounts are consolidated with such Hold Co and
placed before the SH at GM for approval
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Applicability
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The above provisions applicable prospectively only
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All existing material related party contracts or arrangements entered into prior to 2-Sep-2015
and which may continue beyond such date → to be placed for SH approval in the first GM subsequent
to 2-Sep-2016
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2.1.8 Corporate governance requirements with respect to subsidiary of listed entity
Independent Director
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Audit Committee
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Board Minutes
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Significant transactions
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“significant transaction or arrangement” shall mean
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any individual transaction or arrangement
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that exceeds or is likely to exceed 10% of the total revenues / total expenses / total assets /
total liabilities, as the case may be, of the unlisted material subsidiary for the immediately preceding accounting year
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Disposal of shares of material subsidiary
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Disposal of assets of material subsidiary
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Applicability
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Listed entity
Listed subsidiary (also a HoldCo)
Subsidiaries
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These provisions applicable to Listed subsidiary (also a HoldCo) in so far as its Subsidiaries are concerned
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2.1.9 Obligations with respect to independent directors
No. Of entities on which a person serve as ID
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If a person is a WTD in a listed entity
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If a person is NOT a WTD in a listed entity
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Maximum tenure
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Meeting of only IDs
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Liability of ID
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only in respect of such acts of omission or commission by the listed entity which had occurred with his knowledge, attributable
through processes of board of directors, and with his consent or connivance or where he had not acted diligently with respect to
the provisions contained in Listing Regulations
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Resignation / removal of ID
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whichever is later
Not applicable
→ if the listed entity fulfils the requirement of Ids in its BoD even without filling the vacancy created by such resignation or removal
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Familiarise ID about listed entity
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2.1.10 Obligations with respect to directors and senior management
Committee’s membership, chairperson
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A director can be
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a member of ≤ 10 committees
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acting as a Chairperson of ≤ 5 committees
across all listed ?? entities
For the purpose of above limits,
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AC, SRC of all public limited companies
to be included;
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All other companies incl. private companies, S. 8 companies, foreign companies excluded
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Disclosure by directors
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Every director to inform the listed entity about the committee positions he / she occupies in other
listed entities and notify changes as and when they take place
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Code of conduct
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All directors and senior management personnel to affirm compliance with code of conduct of BoD and senior management on
annual basis
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Disclosure by NED
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NED
to disclose their shareholding, held either by them or on a beneficial basis for any other persons in the listed entity in
which they are proposed to be appointed as directors, in the notice to the GM called for appointment of such director
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Disclosure by senior management
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Senior management
to make disclosures to BoD re: all material, financial and commercial transactions, where they have personal interest that may have a potential conflict with the interest of the listed entity at large.
conflict of interest
relates to –
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dealing in the shares of listed entity,
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commercial dealings with bodies, which have shareholding of management and their relatives etc.
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2.1.11 Other corporate governance requirements
Discretionary compliances
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Specified
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CG compliance report
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Quarterly CG compliance report to be submitted to RSE within 15 days from the close of the quarter
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2.1.12 In-principle approval of recognized stock exchange(s) (
before issuing securities)
Securities are :
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‘in-principle’ approval to be obtained from :
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listed only on RSE(s) having nationwide trading terminals
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from all such stock exchange(s)
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NOT
listed on any RSE(s) having nationwide trading terminals nationwide trading terminals
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all the stock exchange(s) in which the securities are proposed to be listed
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listed on RSE(s)
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All RSE(s) having nationwide trading terminals
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Non-applicability
to: securities issued pursuant to the scheme of arrangement for which the listed entity has already obtained No-Objection Letter from RSE(s) in accordance
with Reg. 37 [Refer para 2.1.22]
2.1.13 Prior Intimations (to stock exchange(s))
Prior intimation to SEs
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Of the Meeting of BoD wherein any of the following proposal is due
to be considered / placed before BoD:
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≥ 5 working days in advance excluding
the date of the intimation but including the date of such meeting of board of directors
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≥ 2 working days in advance excluding
the date of the intimation and date of the meeting
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proposal for buyback of securities;
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proposal for voluntary delisting by the listed entity from SE(s);
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fund raising
by way of further public offer, rights issue, ADR / GDR / FCCBs, qualified institutions placement, debt issue, preferential issue
or any other method and for determination of issue price
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declaration / recommendation of dividend, issue of convertible securities including convertible
debentures or of debentures carrying a right to subscribe to equity shares or the passing over of dividend
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the proposal for declaration of bonus securities where such proposal is communicated to the BoD of the listed
entity as part of the agenda papers:
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≥ 11 working days in advance excluding
the date of the intimation and date of the meeting
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any alteration in the form or nature of any of its securities that are listed on the SE or in the rights or privileges of the holders thereof
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any alteration in the date on which, the interest on debentures or bonds, or the redemption
amount of redeemable shares or of debentures or bonds, shall be payable
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2.1.14 Disclosure of events or information
Disclosure of events to SE(s)
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any events or information which, in the opinion of BoD of the listed company, is material
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events specified in Para A of Part A of Sch III are deemed to be material events
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events specified in Para B of Part A of Sch III, based on application of the guidelines for materiality
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Materiality policy
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frame a policy for determination of materiality, based on the following criteria, duly approved by its BoD,
disclose on its website
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the omission of an event / information, which is likely to result in discontinuity or alteration of event
or information already available publicly; or
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the omission of an event or information is likely to result in significant market reaction if the said
omission came to light at a later date;
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In case where the above criteria are not applicable, an event/information may be treated as being material if so in the
opinion of BoD of listed entity.
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Authority for determining materiality
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Timing for disclosure
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Update on disclosures
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with respect to above referred disclosures, update material developments on a regular basis, till such time the event is
resolved/closed, with relevant explanations
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Disclosures on website
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events / information with respect to subsidiaries
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Dissemination by SE(s)
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Miscellaneous
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Provide specific and adequate reply to all queries raised by SE(s) with respect to any events / information
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confirm or deny any reported event or information to SE(s), on its own initiative,
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Event occurs / an information is available, which has not been indicated in Para A or B of Part A of Sch III, but which may have
material effect on it, → to make adequate disclosures
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2.1.15 Holding of specified securities and shareholding pattern
Submission to SE(s)
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listing of its securities → 1 day prior to listing
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Quarterly basis → within 21 days from the end of each quarter
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any capital restructuring of the listed entity resulting in a change > 2% of the total paid-up share capital ? within 10 days
Listed entities which have listed their specified
securities on SME Exchange, the
above statements shall be submitted on a half yearly basis →
within 21 days from the end of each half year.
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Promoter and promoter group shareholding
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2.1.16
Disclosure of Class of shareholders and Conditions for Reclassification
Disclosure of Shareholding pattern
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Re-classification of SH status
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Reclassification of promoter pursuant to open offer
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In case of transmission/succession/inheritance inheritor shall be classified as promoter.
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permitted subject to approval of SH
in GM, if (old) promoter
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alongwith promoter group & PAC do not hold > 10% of the paid-up equity capital of the entity;
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do not continue to have any special rights through formal or informal arrangements. All shareholding
agreements granting special rights to such entities shall be terminated;
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and their relatives shall not act as KMP for > 3 years from the date of SH approval (specifically
granted for KMP)
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Re-classification where entity becomes Professionally managed
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An entity may be considered as professionally managed, if
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Exception
: any mutual fund, bank, insurance company, financial institution, foreign portfolio investor may individually hold up to 10% paid-up equity capital of the entity including any holding of convertibles / outstanding warrants /
Depository Receipts.
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The promoters seeking reclassification and their relatives may act as KMP in the entity only subject to SH approval and for a
period ≤ 3 years from the date of SH approval.
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The promoter seeking reclassification along with his promoter group entities and the PAC shall not have any special right through formal or informal arrangements. All shareholding agreements granting special rights to such
outgoing entities shall be terminated.
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Re-classification of promoter as
public shareholders
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Conditions:
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Such promoter shall not, directly or indirectly, exercise control, over the affairs of the entity.
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Increase in the level of public shareholding pursuant to re-classification of promoter shall not be counted towards achieving
compliance with minimum public shareholding requirement under rule 19A of SCRR, 1957, and the provisions of Listing regulations.
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The event of re-classification shall be disclosed to SE(s) as a material event in accordance with the provisions
of Listing regulations.
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SEBI may relax any condition for re-classification in specific cases, if it is satisfied about non-exercise of control by the
outgoing promoter or its PAC.
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Re-classification of public shareholders as promoter
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2.1.17
Statement of deviation(s) or variation(s)
Quarterly statement
for public issue, rights issue, preferential issue etc.
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indicating
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deviations, if any, in the use of proceeds from the objects stated in the offer document or explanatory statement
to the notice for the general meeting, as applicable
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category wise variation (capital expenditure, sales and marketing, working capital etc.) between projected utilisation of funds made in its offer document or explanatory statement to the notice for the general
meeting, as applicable and the actual utilisation of funds
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If specified securities listed on SME exchange → ½ yearly statements to be prepared and
given instead of quarterly statement
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Annual Statement
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prepare an annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice,
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certified
by the statutory auditors
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place it before the AC
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till such time the full money raised through the issue has been fully utilized.
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Monitoring Agency
[as per Reg.16 of SEBI ICDR Regulations]
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monitoring report
of such agency to be placed before AC on an annual basis, promptly upon its receipt
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listed entity to submit to the SE(s), any comments or report received from the monitoring
agency
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Explanation in Directors’ report
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2.1.18
Financial results
Preparation of FS
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Preparation of quarterly and year to date results
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Stand alone and consolidated FS
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Additionally, FS as per IFRS notified by IASB may also be submitted
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Limited Review / Audit report
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Approval and authentication of FS
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quarterly financial results → to be approved by BoD
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FS (including Annual Audited FS) to be signed by :
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LRR to be placed before BoD at its meeting which approves FS, before submitting it to SE(s)
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Submission of FS to SE(s)
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Quarterly
& year-to-date stand alone results (except for last quarter) → submit within 45 days of the end of each
quarter
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If listed entity has subsidiaries → may also submit consolidated financial results, if
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Listed entity intimates SE(s) in the 1st quarter of FY ?
whether it opts to additionally submit consolidated financial results
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Option cannot be changed during FY
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Proviso to Reg. (3)(b)(i)????
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If option changed in subsequent FY → furnish comparable figures for PY in accordance with the option exercised for the
current FY
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specified securities listed on SME exchange modified opinion
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½
yearly
financial results to be prepared, authenticated and submitted instead of quarterly statement
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Not
required to submit ‘year-to-date’ financial results
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Form B and accompanying annual audit report (modified opinion) ? to be reviewed by SE(s) and Qualified Audit Report Review
Committee
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listed entity, on the direction issued by SEBI, to carry out the necessary steps, for rectification of modified opinion and/or
submission of revised pro-forma financial results
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2.1.19
Annual Report
2.1.20
Annual Information Memorandum:
to be submitted to SE(s) in specified manner
2.1.21
Documents & Information to shareholders
2.1.22
Draft Scheme of Arrangement &Scheme of Arrangement
Upon approval of the Scheme by Court / Tribunal, submit the prescribed documents to SE(s)
2.1.23
Minimum Public Shareholding: in terms of
Rule 19(2) and Rule 19A of SCRR
Exception
: entities listed on institutional trading platform without making a public issue
2.1.24
Issuance of Certificates or Receipts/Letters/Advices for securities and dealing with unclaimed securities
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comply with Rule 19(3) of SCRR i.r.o. Letter/Advices of Allotment, Acceptance or Rights, transfers, subdivision, consolidation, renewal, exchanges,
issuance of duplicates thereof or any other purpose
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issue certificates or receipts or advices, as applicable, of subdivision, split, consolidation, renewal, exchanges, endorsements, issuance of
duplicates thereof or issuance of new certificates or receipts or advices, as applicable, in cases of loss or old decrepit or worn out certificates
or receipts or advices, as applicable within a period of 30 days from the date of such lodgement
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submit information regarding loss of share certificates and issue of the duplicate certificates, to SE within 2 days of its getting information
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comply with procedural requirements in Sch VI while dealing with unclaimed securities
2.1.25
Transfer or transmission or transposition of securities
Transfer of securities
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Save as otherwise provided in securities laws, subject to Listing regulations (comply with Sch VII)
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Powers can be delegated by BoD to:
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Attend to the formalities at least once in a fortnight
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Delegated authority to report to BoD in each meeting
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On receipt of proper documentation, within 15 days -
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Register transfer of securities in the name of the transferee, and
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issue certificates / receipts / advices, as applicable, of transfers; OR
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issue any valid objection / intimation to the transferee / transferor, as the case may be
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In case of a delay:
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Transmission of securities
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held in dematerialized mode → process request within 7 days
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held in physical mode → process request within 21 days
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Records of all correspondence
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Not to register transfer
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when any statutory prohibition / any attachment / prohibitory order of a competent authority restrains it from transferring the
securities from the name of the transferor(s)
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when the transferor(s) objects to the transfer
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Not to decline to, register or acknowledge any transfer of shares
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½
yearly CS certification
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the share transfer agent and/or the in-house share transfer facility, as the case may be, to produce a certificate from a
practicing CS within 1month of the end of each half of FY, certifying that
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all certificates have been issued within 30 days of the date of lodgement for transfer, subdivision, consolidation, renewal,
exchange or endorsement of calls/allotment monies
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Also applicable to
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deletion of name of the deceased holder(s) of securities, where the securities are held in the name of two or more
holders of securities
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transmission of securities to the legal heir(s), where deceased holder of securities was the sole holder of
securities;
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transposition
of securities, when there is a change in the order of names in which physical securities are held jointly in the names of two or
more holders of securities
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2.1.26
Other provisions relating to securities
Lien on shares
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Calls paid in advance
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Shares with superior rights
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Issue of shares
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issue or offer in the first instance all shares (including forfeited shares), securities, rights, privileges and benefits to
subscribe pro rata basis, to the equity SH, unless the SH in GM decide otherwise
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Redemption of listed securities
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2.1.27
Record Date or Date of closure of transfer books:
2.1.28
Dividends
2.1.29
Voting by shareholders
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provide the facility of remote e-voting facility to its SH in respect of all SH resolutions
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Submit details regarding the voting results in the specified format to SE within 48 hours
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send proxy forms to holders of securities in all cases mentioning that a holder may vote either for or against each resolution
2.1.30
Change in name of the listed entity
Assets
=> fixed assets + advances + works in Progress / Inventories + investments + trade receivables + cash & cash equivalents
Advances
=> amounts extended to contractors and suppliers towards execution of project, specific to new activity as reflected in the new name
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change of its activities not reflected in its name → change its name in line with its activities within a period of 6 months from the change of
activities in compliance with Co Act 2013
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receive name availability from RoC → seek SE approval by submitting a CA certificate stating compliance with above conditions
2.1.31
Website
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maintain a functional website containing the basic information about the listed entity
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disseminate specified information on website
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Details of business
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terms and conditions of appointment of ID
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composition
of various committees of BoD
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code of conduct
of BoD and senior management personnel
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details of establishment of vigil mechanism/ Whistle Blower policy
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criteria
of making payments to NED, if not been disclosed in annual report
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policy on dealing with RPT
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policy for determining ‘material’ subsidiaries
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details of familiarization programmes imparted to IDs including :-
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number of programmes attended by IDs (during the year and on a cumulative basis till date)
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number of hours spent by ID in such programmes (during the year and on cumulative basis till date), and
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other relevant details
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the email address for grievance redressal and other relevant details
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contact information of the designated officials responsible for assisting and handling investor grievances
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financial information
including:
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notice
of meeting of BoD where financial results shall be discussed
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financial results
, on conclusion of the BM where the financial results were approved
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complete copy of the annual report including balance sheet, profit and loss account, directors report, corporate
governance report etc;
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shareholding pattern
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details of agreements entered into with the media companies and/or their associates, etc
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schedule of analyst or institutional investor meet and presentations made by the listed entity to them simultaneously with
submission to SE;
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new name and the old name of the listed entity for a continuous period of 1 year, from the date of the last name change;
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items in Reg 47(1) i.e. required to be published in newspapers
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ensure, contents on website are correct
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update within 2 working days of any change
2.1.3
Advertisements in Newspapers:
in at least 1 English language national daily newspaper circulating in the whole or substantially the whole of India + in 1 daily newspaper published in
the language of the region, where the registered office of the listed entity is situated
Non-applicability
to: listed entities which have listed their specified securities on SME Exchange
2.1.33
Accounting Standards:
comply with all the applicable and notified Accounting Standards from time to time
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