SEBI Listing Regulation

SEBI LISTING REGULATIONS

On 2 September 2015, SEBI notified SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘Listing Regulations’), now known as SEBI (Listing Obligation and Disclosure Requirements) (third Amendment) 2016. Listing Regulations consolidate and streamline the provisions of Listing Agreements for different segments of capital market viz.:

Equity (including convertibles) issued by entities listed on Main Board, SME Exchange, Institutional Trading Platform
Non-convertible Debt Securities (‘NCDs’) & Non-convertible Redeemable Preference Shares (‘NCRPS’)
Indian Depository receipts (‘IDRs’)
Securitized Debt Instruments
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 Company Act 2013, wherever necessary.

Key features of Listing Regulations:

Chapter	Particulars
I	Preliminary Definitions: Terms already defined under the Co Act or various SEBI Regulations linked to the same (instead of repetition / conflict therewith)
II	Guiding principles Broad principles (in line with IOSCO Principles) for periodic disclosures - Principles governing disclosures and obligations Principles of corporate governance (in line with OECD principles) - Compliance with corporate governance to achieve the objectives of the certain principles In case of ambiguity or incongruity between the principles and relevant regulations→ the principles specified in Ch II shall prevail
III	Common Obligations applicable to all Listed entities appointment of a qualified company secretary as the compliance officer appointment of a share transfer agent / manage the share transfer facility in-house and provide a ½ yearly compliance certificate within 1 month Cooperate with intermediaries, where necessary Preservation of documents, whether permanent or for 8 years; electronic mode possible filing on electronic form, Scheme of arrangement not in violation of securities laws / requirements of SEs, (Exception: units of MF listed on RSE) 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 mandatory registration on SCORES etc. and quarterly status statement within 21 days Shall pay all the fees or charges as applicable.
IV	Obligations of Listed Entity which has listed the following : Specified securities (i.e. ‘equity shares’ and ‘Convertible Securities’ as defined under ICDR Regulations) registered on : Main Board SME Exchange Institutional Trading Platform
V	Obligations of Listed Entity which has listed the following : NCDs NCRPS Both
VI	Obligations of Listed Entity which has listed the following : Specified securities AND Either : NCDs, NCRPS, Both
VII	Obligations of Listed Entity which has listed IDRs
VIII	Obligations of Listed Entity which has listed Securitized Debt
IX	Obligations of Listed Entity which has listed Mutual Fund Units
X	Duties and obligations of the Recognized Stock Exchange(s) w.r.t. Dissemination of information, filings, etc Transferability of listed securities Draft / final scheme of arrangement Review Form B accompanying Annual Audit Report Grievance redressal Monitoring compliance, disclosures
XI	Procedure for action in case of default Liability for contravention of the Act, rules or regulations Failure to pay fine
XII	Miscellaneous Amendments to other SEBI Regulations, viz. Issue of Capital and Disclosure Requirements Regulations Issue and Listing of Debt Securities Regulations Issue and Listing of Non-Convertible Redeemable Preference Shares Regulations Public Offer and Listing of Securitised Debt Instruments Regulations Mutual Fund Regulations Power to remove difficulties Power to relax strict enforcement of the regulations Repeal and Savings

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

Listed Entity which has listed equity shares and Convertible Securities (as defined under ICDR Regulations) on

Main Board
SME Exchange
Institutional Trading Platform,

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)

Listed entity having paid up equity share capital ≤ ₹ 10 crore AND net worth ≤ ₹ 25 crore, as on the last day of the previous FY

When the provisions become applicable → comply within 6 months

Listed entity which has listed its specified securities on the SME Exchange
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

“Control”: same meaning as assigned to it under SAST Regulations 2011
“Independent Director”: Definition matched with that in Co Act 2013
“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

Listed entity to formulate a policy for determining ‘material’ subsidiary

“senior management”:

means officers/personnel of the listed entity who are members of its core management team excluding BoD and
normally comprise all members of management one level below the executive directors, including all functional heads

2.1.4 BoD

Particulars	Requirement
Composition of Board	Woman director - at least 1 - to be appointed on or before 31^st March 2015
	EDs → < 50% of BoD (implied)
	NEDs → = 50% of BoD
	IDs → = ? of BoD If Chairperson NED, AND not a promoter / related to promoter or person occupying management position at BoD /one level below BoD	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
	“related to any promoter" if the promoter is a listed entity → its directors (other than IDs), employees or nominees if the promoter is an unlisted entity → its directors, employees or nominees
Board meetings	≥ 4 in a year Gap between any two meetings → ≤ 120 days
Responsibilities of BoD	periodically review compliance reports & steps taken to rectify non-compliances satisfy that succession plan for appointment to BoD and senior management are in place lay down code of conduct for all members of BoD and senior management inter alia incorporating duties of IDs under Co Act 2013 recommend fees or compensation to NED incl. ID and seek approval in GM Members’ approval to specify maximum no. of stock options that may be granted in FY and in aggregate IDs not entitled to stock options Specified minimum information to be placed before BoD Compliance certificate by CEO & CFO lay down procedures to inform directors about risk assessment and minimization procedures responsible for framing, implementing and monitoring the risk management plan performance evaluation of IDs

2.1.5 Committees

Particulars	Audit committee	Nomination and Remuneration Committee
Composition	Minimum 3 directors ≥ 2/3 to be IDs ALL members to be financially literate and able to read & understand basic FS) ≥ 1 to have accounting / related financial management expertise i.e. Possesses experience in finance / accounting, or Requisite professional experience in accounting, or any other comparable experience or background resulting in financial sophistication being / have been CEO, CFO or other senior officer with financial oversight responsibilities	At least 3 directors ALL Directors to be NED ≥ 50% to be IDs Chairperson of the Co, whether ED or NED) may be appointed as a member of NRC
Chairperson	To be ID SHALL remain present at AGM to answer queries of SH	To be ID Chairperson of the Co cannot Chair NRC MAY remain present at AGM to answer queries of SH
Role	Specified	Specified
CS	CS of the Company to act as CS of AC	-
Meetings	≥ 4 in a year Gap bet → ≤ 120 days	-
Invitees (at discretion)	finance director / head of the finance function, head of internal audit statutory auditor’s representatives any other such executives Occasionally AC may meet without the presence of any executives	-
Quorum	Higher of (1/3 or 2) At least 2 IDs	-
Powers	investigate any activity within its terms of reference, seek information from any employee, obtain outside legal or other professional advice secure attendance of outsiders with relevant expertise, if it considers necessary	-

2.1.5 Committees (Contd.)

Particulars	Stakeholders Relationship Committee	Risk Management Committee
Purpose / Applicability	specifically look into the mechanism of redressal of grievances of SH, DH and other Sec H	applicable to top 100 listed entities, based on market capitalization, as at the end of the immediate previous FY
Composition	BoD to decide	Majority members → Directors Senior executives can be members
Chairperson	To be NED	To be a Director
Role	Specified	BoD to decide

2.1.6 Vigil mechanism

Co to formulate for directors and employees to report genuine concerns
To provide for:

adequate safeguards against victimization of director(s) or employee(s) or any other person who avail the mechanism
direct access to the AC chairperson in appropriate or exceptional cases

2.1.7 Related Party Transactions

Policy	Co to formulate for a policy on materiality of RPTs and on dealing with RPTs Material → transaction(s) to be entered into individually or taken together with previous transactions during a FY > 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity.
Approval of Audit Committee	All RPTs require prior approval of AC Omnibus approval subject to conditions: AC to lay down the criteria for granting the omnibus approval in line with RPT policy of the listed entity Applicable to transactions of repetitive nature AC to satisfy itself regarding need for such omnibus approval and that such approval is in the interest of the listed entity Omnibus approval to specify: name(s) of the related party nature of transaction period of transaction maximum amount of transactions that shall be entered into indicative base price / current contracted price and the formula for variation in the price if any such other conditions as AC may deem fit 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 AC to review the details of RPTs entered into pursuant to omnibus approval at least on quarterly basis Omnibus approval valid for = 1 year
SH approval	All Material RPTs → to be approved by SH through resolution All related parties to abstain from voting on such resolutions whether it is related party to the particular transaction or not
Non-applicability of provisions re: AC, SH approval to	transactions entered into between two government companies; 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
Applicability	The above provisions applicable prospectively only 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

2.1.8 Corporate governance requirements with respect to subsidiary of listed entity

Independent Director	≥ 1 ID of listed entity → To be a director of an unlisted material subsidiary, incorporated in India
Audit Committee	AC of listed entity → also review the financial statements, in particular, the investments made by the unlisted subsidiary
Board Minutes	Minutes of the meetings of the BoD of the unlisted subsidiary → To be placed at the meeting of BoD of listed entity
Significant transactions	Management of unlisted subsidiary to periodically bring to the notice of the BoD of the listed entity, a statement of all significant transactions and arrangements entered into by the unlisted subsidiary “significant transaction or arrangement” shall mean any individual transaction or arrangement 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
Disposal of shares of material subsidiary	disposal of shares in its material subsidiary resulting in reduction of its shareholding (either on its own or together with other subsidiaries) to < 50% or cease the exercise of control over the subsidiary a special resolution in its General Meeting Exception : divestment is made under a scheme of arrangement duly approved by a Court/Tribunal.
Disposal of assets of material subsidiary	Selling, disposing and leasing of assets amounting to > 20% of the assets of the material subsidiary on an aggregate basis during a FY → prior approval of shareholders by way of special resolution, Exception : sale/disposal/lease made under a scheme of arrangement duly approved by a Court/Tribunal
Applicability	Listed entity Listed subsidiary (also a HoldCo) Subsidiaries	These provisions applicable to Listed subsidiary (also a HoldCo) in so far as its Subsidiaries are concerned

2.1.9 Obligations with respect to independent directors

No. Of entities on which a person serve as ID	If a person is a WTD in a listed entity Can serve as ID in ≤ 7 listed entities	If a person is NOT a WTD in a listed entity Can serve as ID in ≤ 3 listed entities
Maximum tenure	As per Co Act 2013
Meeting of only IDs	≥ 1 meeting in a year without the presence of non-independent directors and members of the management All IDs to strive to be present at the meeting Meeting to: review the performance of non-IDs and the BoD as a whole; review the performance of the chairperson of the listed entity, taking into account the views of EDs and NEDs assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the BoD that is necessary for the BoD to effectively and reasonably perform their duties
Liability of ID	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
Resignation / removal of ID	Resignation or removal of an ID → Vacancy to be filled in at the earliest, but not later than: immediate next BoD meeting, or 3 months from the date of such vacancy whichever is later Not applicable → if the listed entity fulfills the requirement of Ids in its BoD even without filling the vacancy created by such resignation or removal
Familiarize ID about listed entity	Listed entity to familiarize IDs through various programmes about listed entities incl. the following: nature of the industry in which the listed entity operates; business model of the listed entity; roles, rights, responsibilities of independent directors; and any other relevant information

2.1.10 Obligations with respect to employees including senior management, key managerial persons, directors and promoters (w.e.f 04.01.2017)

Committee’s membership, chairperson	A director can be a member of ≤ 10 committees acting as a Chairperson of ≤ 5 committees across all listed entities For the purpose of above limits, AC, SRC of all public limited companies to be included; All other companies incl. private companies, S. 8 companies, foreign companies excluded
Disclosure by directors	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
Code of conduct	All directors and senior management personnel to affirm compliance with code of conduct of BoD and senior management on annual basis
Disclosure by NED	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
Disclosure by senior management	Senior management to make disclosures to BoD: 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 – dealing in the shares of listed entity, commercial dealings with bodies, which have shareholding of management and their relatives etc.
Prior Approval for entering into agreement with regard to compensation or profit sharing with dealings in securities of listed entity (w.e.f 04.01.2017)	No employee including key managerial personnel or director or promoter of a listed entity shall enter into any agreement for himself or on behalf of any other person, with any shareholder or any other third party with regard to compensation or profit sharing in connection with dealings in the securities of such listed entity, unless prior approval for the same has been obtained from the Board of Directors as well as public shareholders by way of an ordinary resolution

2.1.11 Other corporate governance requirements

Discretionary compliances

Specified

CG compliance report

Quarterly CG compliance report to be submitted to RSE within 15 days from the close of the quarter

details of material RPTs to be included
report to be signed by compliance officer (CS) or CEO of listed entity.

2.1.12 In-principle approval of recognized stock exchange(s) ( before issuing securities)

Securities are :	‘in-principle’ approval to be obtained from :
listed only on RSE(s) having nationwide trading terminals	from all such stock exchange(s)
NOT listed on any RSE(s) having nationwide trading terminals nationwide trading terminals	all the stock exchange(s) in which the securities are proposed to be listed
listed on RSE(s) having nationwide trading terminals, and not having nationwide trading terminals	All RSE(s) having nationwide trading terminals

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	Of the Meeting of BoD wherein any of the following proposal is due to be considered / placed before BoD:
≥ 5 working days in advance excluding the date of the intimation but including the date of such meeting of board of directors	financial results viz. quarterly, half yearly, or annual, as the case may be;
≥ 2 working days in advance excluding the date of the intimation and date of the meeting	proposal for buyback of securities; proposal for voluntary delisting by the listed entity from SE(s); 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 intimation also to be given in case of any AGM / EGM / postal ballot proposed to be held for obtaining SH approval for further fund raising indicating type of issuance 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 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: Prior intimation not necessary → if not on the agenda of the meeting
≥ 11 working days in advance excluding the date of the intimation and date of the meeting	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 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

2.1.14 Disclosure of events or information

Disclosure of events to SE(s)	any events or information which, in the opinion of BoD of the listed company, is material events specified in Para A of Part A of Sch III are deemed to be material events events specified in Para B of Part A of Sch III, based on application of the guidelines for materiality
Materiality policy	frame a policy for determination of materiality, based on the following criteria, duly approved by its BoD, disclose on its website the omission of an event / information, which is likely to result in discontinuity or alteration of event or information already available publicly; or 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; 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.
Authority for determining materiality	BoD to authorize one or more KMP for determining materiality of event / information for making disclosures to SEs Contact details of such personnel to be disclosed to stock exchange(s) and as well as on the listed entity's website
Timing for disclosure	first disclosure to SE(s) as soon as reasonably possible → not later than 24 hours from the occurrence of event / information If delay → provide explanation for delay, along with such disclosures Disclosures under sub-para 4 of Para A of Part A of Sch III → within 30 minutes of conclusion of BM
Update on disclosures	with respect to above referred disclosures, update material developments on a regular basis, till such time the event is resolved/closed, with relevant explanations
Disclosures on website	Disclose on its website all such events / information disclosed to SE(s) for ≤ 5 years thereafter as per the archival policy of the listed entity, as disclosed on its website
events / information with respect to subsidiaries	Disclose all events / information with respect to subsidiaries which are material for the listed entity
Dissemination by SE(s)	information and clarification → as soon as reasonably practicable
Miscellaneous	Provide specific and adequate reply to all queries raised by SE(s) with respect to any events / information confirm or deny any reported event or information to SE(s), on its own initiative, 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

2.1.15 Holding of specified securities and shareholding pattern

Submission to SE(s)

a statement showing holding of securities and shareholding pattern separately for each class of securities, in the specified format

listing of its securities → 1 day prior to listing
Quarterly basis → within 21 days from the end of each quarter
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.

Promoter and promoter group shareholding

100% in dematerialized form on a continuous basis in the specified manner

2.1.16 Disclosure of Class of shareholders and Conditions for Reclassification

Disclosure of Shareholding pattern	All entities falling under promoter and promoter group shall be disclosed separately in the shareholding pattern appearing on the website of all the SEs having nationwide trading terminals where the specified securities of the entity are listed
Re-classification of SH status	SEs may allow modification / reclassification of the status of the SH on receipt of request from concerned listed entity / SH along with all relevant evidence and on being satisfied with compliance of conditions of Listing Regulations Entities listed on more than 1 SE → concerned SEs to jointly decide on the application of the entity/ shareholders
Reclassification of promoter post transmission/ succession/ inheritance	In case of transmission/succession/inheritance inheritor shall be classified as promoter
Reclassification of promoter pursuant to open offer	permitted subject to approval of SH in GM, if (old) promoter alongwith promoter group & PAC do not hold > 10% of the paid-up equity capital of the entity; 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; and their relatives shall not act as KMP for > 3 years from the date of SH approval (specifically granted for KMP)
Re-classification where entity becomes Professionally managed	Where an entity becomes professionally managed and does not have any identifiable promoter → the existing promoters may be re-classified as public shareholders subject to approval of SH in a GM An entity may be considered as professionally managed, if No person / group along with PAC taken together shall hold > 1% of paid-up equity capital of the entity including any holding of convertibles / outstanding warrants / Depository Receipts: Exception: any mutual fund, bank, insurance company, financial institution, foreign portfolio investor may individually hold up to10% paid-up equity capital of the entity including any holding of convertibles / outstanding warrants / Depository Receipts. 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. 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.
Re-classification of promoter as public shareholders	Conditions: Such promoter shall not, directly or indirectly, exercise control, over the affairs of the entity. 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. The event of re-classification shall be disclosed to SE(s) as a material event in accordance with the provisions of Listing regulations. 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.
Re-classification of public shareholders as promoter	Such public SH required to make open offer accordance with the provisions of SAST Regulations 2011

2.1.17 Statement of deviation(s) or variation(s)

Quarterly statement for public issue, rights issue, preferential issue etc.	indicating 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 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
	to be placed before AC for review and then to be submitted to SEs
	till such time the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been achieved
	If specified securities listed on SME exchange → ½ yearly statements to be prepared and given instead of quarterly statement
Annual Statement	prepare an annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice, certified by the statutory auditors place it before the AC till such time the full money raised through the issue has been fully utilized.
Monitoring Agency [as per Reg.16 of SEBI ICDR Regulations]	If a monitoring agency is appointed to monitor utilisation of proceeds of a public or rights issue, - monitoring report of such agency to be placed before AC on an annual basis, promptly upon its receipt listed entity to submit to the SE(s), any comments or report received from the monitoring agency
Explanation in Directors’ report	An explanation for the variation, to be furnished in the directors’ report in the annual report

2.1.18 Financial results

Preparation of FS	on the basis of accrual accounting policy in accordance with uniform accounting practices adopted for all the periods
Preparation of quarterly and year to date results	in accordance with the recognition and measurement principles laid down in AS 25/ Ind AS 34 – Interim Financial Reporting), as applicable
Stand alone and consolidated FS	as per Indian GAAP Additionally, FS as per IFRS notified by IASB may also be submitted
Limited Review / Audit report	LRR / audit report submitted to SEs on quarterly / annual basis to be given only by an auditor subjected to peer review process of ICAI and holding a valid certificate issued by the Peer Review Board of ICAI
	Specified disclosures
Approval and authentication of FS	quarterly financial results → to be approved by BoD CEO and CFO certification :- FS do not contain any false or misleading statement or figures and do not omit any material fact which may make the statements or figures contained therein misleading FS (including Annual Audited FS) to be signed by : Chairperson / MD / WTD, or in absence of all of them any other director authorized by BoD LRR to be placed before BoD at its meeting which approves FS, before submitting it to SE(s)
Submission of FS to SE(s)	Quarterly & year-to-date standalone results (except for last quarter) → submit within 45 days of the end of each quarter If listed entity has subsidiaries → may also submit consolidated financial results, if Listed entity intimates SE(s) in the 1^st quarter of FY whether it opts to additionally submit consolidated financial results Option cannot be changed during FY Option Applies for listed entity in the quarter in which it acquires its first subsidiary. If option changed in subsequent FY → furnish comparable figures for PY in accordance with the option exercised for the current FY
	If opted to submit audited financial results → accompanied by audit report	If opted to submit unaudited financial results → subject to limited review by statutory auditor (by practicing CA in case of PSU) & accompanied by LRR
	Submit audited financial results in respect of the last quarter alongwith the results for the entire FY, with a note: the figures of last quarter => audited figures in respect of the full FY, *less*, the published year-to-date figures upto the third quarter of the current FY
	stand alone or consolidated results for the ½ year → a statement of assets and liabilities as at the end of the ½ year to be attached as a note
	(Annual) Audited standalone financial results for FY + annual audited consolidated financial results if it has subsidiaries → submit within 60 days from the end of FY along with audit report and Statement on Impact of Audit Qualifications (applicable only for Audit Report with modified opinion), or In case of unmodified opinion. Listed entity to file a declaration to that effect.
specified securities listed on SME exchange modified opinion	½ yearly financial results to be prepared, authenticated and submitted instead of quarterly statement Not required to submit ‘year-to-date’ financial results Statement on Impact of Audit Qualifications (applicable only for Audit Report with modified opinion) and accompanying annual audit report to be reviewed by SE(s) and Qualified Audit Report Review Committee.

2.1.19 Annual Report

containing:

audited FS i.e. balance sheets, profit and loss accounts etc and Statement on Impact of Audit Qualifications as stipulated in regulation 33(3)(d), if applicable;
CFS audited by its statutory auditors;
cash flow statement presented only under the indirect method;
directors report;
MDA report - either as a part of directors report or addition thereto;
for the top 500 listed entities based on market capitalization (calculated as on March 31 of every financial year), → business responsibility report describing the initiatives taken by them from an environmental, social and governance perspective, in the specified format

listed entities other than top 500, and having listed specified securities on SME exchange → may voluntarily include business responsibility report

other disclosures under the Co Act 2013

To be submitted to SE(s) within 21 days of it being approved and adopted on AGM as per the provisions of Co Act 2013

2.1.20 Annual Information Memorandum: to be submitted to SE(s) in specified manner

2.1.21 Documents & Information to shareholders

To send annual report to SH ≥ 21 days before AGM

Soft copies of full annual report → to all those SH who have registered their email address(es) for the purpose
Hard copy of statement containing the salient features of all the documents, as prescribed in S. 136 of Co Act 2013 or rules made thereunder → to those SH who have not so registered
Hard copies of full annual reports → to those SH, who request for the same

In case of the appointment of a new director or re-appointment of a director → SH must be provided with the following information:

a brief resume of the director
nature of his expertise in specific functional areas
disclosure of relationships between directors inter-se
names of listed entities in which the person also holds the directorship and the membership of Committees of the BoD; and
shareholding of NEDs

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), after receiving a no-objection letter from the Stock Exchange (valid for 6months from date of issuance)

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

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
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 lodgment
submit information regarding loss of share certificates and issue of the duplicate certificates, to SE within 2 days of its getting information
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	Save as otherwise provided in securities laws, subject to Listing regulations (comply with Sch VII) Powers can be delegated by BoD to: a committee or compliance officer or the registrar to an issue and/or share transfer agent(s) Attend to the formalities at least once in a fortnight Delegated authority to report to BoD in each meeting On receipt of proper documentation, within 15 days - Register transfer of securities in the name of the transferee, and issue certificates / receipts / advices, as applicable, of transfers; OR issue any valid objection / intimation to the transferee / transferor, as the case may be In case of a delay: compensate the aggrieved party for the opportunity losses caused during the period of the delay provide all benefits accrued to the security holder in terms of S.126 of Co Act 2013 and S. 27 of SCRA any claim, difference or dispute → to be referred to and decided by arbitration as per the bye-laws and/or regulations of the SE(s)
Transmission of securities	held in dematerialized mode → process request within 7 days	held in physical mode → process request within 21 days
Records of all correspondence	proper verifiable dated records of all correspondence with the investor be maintained
Not to register transfer	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) when the transferor(s) objects to the transfer if the transferor serves a prohibitory order of a Court of competent jurisdiction on the listed entity, within 60 working days of raising objection
Not to decline to, register or acknowledge any transfer of shares	on the ground of the transferor(s) being either alone or jointly with any other person or persons indebted to the listed entity on any account whatsoever
½ yearly CS certification	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 all certificates have been issued within 30 days of the date of lodgment for transfer, subdivision, consolidation, renewal, exchange or endorsement of calls/allotment monies Such CS certificate to be filed with SE(s) simultaneously
Also applicable to	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 transmission of securities to the legal heir(s), where deceased holder of securities was the sole holder of securities; 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

2.1.26 Other provisions relating to securities

Lien on shares	on fully paid shares → not to be exercised on partly paid shares → to be exercised ONLY in respect of moneys called or payable at a fixed time in respect of such shares
Calls paid in advance	may carry interest not to confer a right to dividend / to participate in profits
Shares with superior rights	not issue shares confer on any person, superior rights as to voting or dividend vis-à-vis the rights on equity shares that are already listed
Issue of shares	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
Redemption of listed securities	Unless the terms of issue otherwise provide, not to select any of its listed securities for redemption otherwise than on pro-rata basis or by lot

2.1.27 Record Date or Date of closure of transfer books:

Intimate the record date [for securities held in physical form → book closure] to SE(s)

≥ 7 days in advance (excluding the date of intimation and the record date) for:

declaration of dividend;
issue of right or bonus shares;
issue of shares for conversion of debentures or any other convertible security;
shares arising out of rights attached to debentures or any other convertible security
corporate actions like mergers, de-mergers, splits and bonus shares, where stock derivatives are available on the stock of listed entity or where listed entity's stocks form part of an index on which derivatives are available;
such other purposes as may be specified by SE(s)

≥ 5 working days in advance (excluding the date of intimation and the record date) for:

recommend or declare all dividend and/or cash bonuses;

Gap between 2 record dates / book closure dates → ≥ 30 days

2.1.28 Dividends

Declare and disclose dividend on per share basis only
Not to forfeit unclaimed dividends before the claim becomes barred by law

such forfeiture, if effected → to be annulled in appropriate cases

2.1.29 Dividend Distribution Policy (w.e.f 08.07.2016)

Top 500 listed entities based on market capitalization shall formulated a Dividend Distribution Policy and shall disclose in their annual reports and on the website (other than the top 500 listed entities, can disclose the same on voluntary basis)
The policy shall include the following parameters :
- Circumstances under which shareholders may/may not receive dividend;
- Financial parameters, and internal and external factors, considered while determining dividend;
- Policy on how retained earnings shall be utilized; and
- Parameters adopted for various classes of shares
- Any other parameters considered, to be disclosed along with rationale for the same in the annual report.

2.1.30Voting by shareholders

provide the facility of remote e-voting facility to its SH in respect of all SH resolutions

in compliance with Companies (Management & Administration) Rules 2014

Submit details regarding the voting results in the specified format to SE within 48 hours
send proxy forms to holders of securities in all cases mentioning that a holder may vote either for or against each resolution

2.1.31 Change in name of the listed entity

Change in name possible if -

≥ 1 year has elapsed form the last name change
≥ 50% of the total revenue in the preceding 1 year has been accounted for by the new activity suggested by the new name; or
amount invested in the new activity/project is ≥ 50% of the assets 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

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
receive name availability from RoC → seek SE approval by submitting a CA certificate stating compliance with above conditions

2.1.32 Website

maintain a functional website containing the basic information about the listed entity
disseminate specified information on website

Details of business
terms and conditions of appointment of ID
composition of various committees of BoD
code of conduct of BoD and senior management personnel
details of establishment of vigil mechanism/ Whistle Blower policy
criteria of making payments to NED, if not been disclosed in annual report
policy on dealing with RPT
policy for determining ‘material’ subsidiaries
details of familiarization programmes imparted to IDs including :-

number of programmes attended by IDs (during the year and on a cumulative basis till date)
number of hours spent by ID in such programmes (during the year and on cumulative basis till date), and
other relevant details

the email address for grievance redressal and other relevant details
contact information of the designated officials responsible for assisting and handling investor grievances
financial information including:

notice of meeting of BoD where financial results shall be discussed
financial results , on conclusion of the BM where the financial results were approved
complete copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report etc;

shareholding pattern
details of agreements entered into with the media companies and/or their associates, etc
schedule of analyst or institutional investor meet and presentations made by the listed entity to them simultaneously with submission to SE;
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;
items in Reg 47(1) i.e. required to be published in newspapers

ensure, contents on website are correct
update within 2 working days of any change

2.1.3 Advertisements in Newspapers:

Publish in the newspapers simultaneously with the submission of the same to SE(s)

Notice of BM where financial results shall be discussed
financial results along-with the modified opinion(s) or reservation(s), if any, expressed by the auditor
if the listed entity has submitted both standalone and consolidated financial results,

publish consolidated financial results
alongwith (1) Turnover, (2) Profit before tax and (3) Profit after tax, on a stand-alone basis, as a foot note; and
a reference to the places, such as the website of listed entity and stock exchange(s), where the standalone results of the listed entity are available

statements of deviation(s) or variation(s) on quarterly basis, after review by AC and its explanation in directors report in annual report;
notices given to shareholders by advertisement
(give a reference to) link of the website of listed entity and SE(s), where further details are available

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