GAZETTE OF INDIA

EXTRAORDINARY
PART III SECTION 4
PUBLISHED BY AUTHORITY
NEW DELHI, SEPTEMBER 02, 2015
SECURITIES AND EXCHANGE BOARD OF INDIA
NOTIFICATION
Mumbai, the 2nd September, 2015
SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
No.SEBI/LAD-NRO/GN/2015-16/013In exercise of the powers conferred by section 11, subsection (2) of section 11A and section 30 of the Securities and Exchange Board of India Act,
1992 (15 of 1992) read with section 31 of the Securities Contracts (Regulation) Act, 1956 (42
of 1956), the Securities and Exchange Board of India hereby makes the following
Regulations, namely:
CHAPTER I
PRELIMINARY
Short title and commencement.
1. (1) These regulations may be called the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
(2) They shall come into force on the ninetieth day from the date of their publication in the
Official Gazette:
Provided that the provisions of sub-regulation (4) of regulation 23 andregulation 31A
shall come into force on the date of notification of these regulations.
Definitions.
2. (1) In these regulations, unless the context otherwise requires:
(a) Act means the Securities and Exchange Board of India Act, 1992 (15 of 1992);
(b) associate shall mean any entity which is an associate under sub-section (6) of
section 2 of the Companies Act, 2013 or under the applicable accounting standards:
Provided that this definition shall not be applicable for the units issued by mutual
fund which are listed on a recognised stock exchange(s) for which the provisions of
the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 shall
be applicable;

(c) "Board" means the Securities and Exchange Board of India established under
section 3 of the Act ;
(d) board of directors or board of trustees shall mean the board of directors or
board of trustees, whichever applicable, of the listed entity;
(e) chief executive officer or managing director or manager shall mean the
person so appointed in terms of the Companies Act, 2013;
(f) chief financial officer or whole time finance director or head of finance,
by whatever name called, shall mean the person heading and discharging the
finance function of the listed entity as disclosed by it to the recognised stock
exchange(s) in its filing under these regulations;
(g) committee shall mean committee of board of directors or any other committee
so constituted;
(h) designated securities means specified securities, non-convertible debt
securities, non-convertible redeemable preference shares, perpetual debt
instrument, perpetual non-cumulative preference shares, Indian depository
receipts, securitised debt instruments, units issued by mutual funds and any other
securities as may be specified by the Board ;
(i) financial year shall have the same meaning as assigned to it under sub-section
(41) of section 2 of the Companies Act, 2013;
(j) "global depository receipts means global depository receipts as defined in subsection (44) of section 2 of the Companies Act, 2013;
(k) halfyearmeanstheperiodofsixmonthscommencingonthefirst
dayofAprilorOctoberofafinancialyear;
(l) halfyearlyresultsmeansthefinancialresultspreparedinaccordance
regulations inrespectof a halfyear;

with

these

(m) "holding company" means a holding company as defined in sub-section (46) of

section 2 of the Companies Act, 2013;
(n) Indian depository receipts means Indian depository receipts as defined in subsection(48) of section 2 of the Companies Act, 2013;
(o) key managerial personnel means key managerial personnel as defined in subsection (51) of section 2 of the Companies Act, 2013;
(p) "listed entity" means an entity which has listed, on a recognised stock
exchange(s), the designated securities issued by it or designated securities issued
under schemes managed by it, in accordance with the listing agreement entered
into between the entity and the recognised stock exchange(s);

(q) listing agreement shall mean an agreement that is entered into between a
recognised stock exchange and an entity, on the application of that entity to the
recognised stock exchange, undertaking to comply with conditions for listing of
designated securities;
(r) main board" means main board as defined in clause (a) of sub-regulation (1) of
regulation 106N of the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2009;
(s) net worth means net worth as defined in sub-section (57) of section 2 of the
Companies Act, 2013;
(t) non-convertible debt securities which is debt securities as defined under
regulation 2(1)(e) of the Securities and Exchange Board of India (Issue and
Listing of Debt Securities) Regulations, 2008;
(u) non-convertible
redeemable
preference
shares,
perpetual
debt
instrument/'innovative perpetual debt instrument' and
perpetual noncumulative preference share shall have the same meaning as assigned to them in
the Securities and Exchange Board of India (Issue and Listing of NonConvertible Redeemable Preference Shares) Regulations, 2013;
(v) "offer document" shall have the same meaning assigned to it under clause (x) of
sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2009, clause (j) of
sub-regulation(1) of regulation 2 of the Securities and Exchange Board of India
(Issue and Listing of Debt Securities) Regulations, 2008, clause (p) of subregulation (1) of regulation 2 of the Securities and Exchange Board of India
(Issue and Listing of Non-Convertible Redeemable Preference Shares)
Regulations, 2013, clause (r) of regulation 2 of the Securities and Exchange
Board of India (Mutual Funds) Regulations, 1996 and clause (l) of sub-regulation
(1) of regulation 2 of the Securities and Exchange Board of India (Public Offer
and Listing of Securitised Debt Instruments) Regulations, 2008, as may be
applicable;
(w) "promoter" and "promoter group" shall have the same meaning as assigned to
them respectively in clauses (za) and (zb) of sub-regulation (1) of regulation 2 of
the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009.
(x) "public" means public as defined under clause (d) of rule 2 of the Securities
Contracts (Regulation) Rules, 1957;
(y) "public shareholding" means public shareholding as defined under clause (e) of
rule 2 of the Securities Contracts (Regulation) Rules, 1957;
(z) quarter means the period of three months commencing on the first day of
April, July, October or January of a financial year;

(za)"quarterly results" means the financial results prepared in accordance with these
regulations in respect of a quarter;
(zb)related party means a related party as defined under sub-section (76) of section
2 of the Companies Act, 2013 or under the applicable accounting standards:
Provided that this definition shall not be applicable for the units issued by mutual
funds which are listed on a recognised stock exchange(s);
(zc)related party transaction means a transfer of resources, services or obligations
between a listed entity and a related party, regardless of whether a price is charged
and a "transaction" with a related party shall be construed to include a single
transaction or a group of transactions in a contract:
Providedthat this definition shall not be applicable for the units issued by mutual
funds which are listed on a recognised stock exchange(s);
(zd)relative means relative as defined under sub-section (77) of section 2 of the
Companies Act, 2013 and rules prescribed there under:
Provided this definition shall not be applicable for the units issued by mutual fund
which are listed on a recognised stock exchange(s);
(ze)"schedule" means a schedule annexed to these regulations;
(zf) "securities laws" means the Act, the Securities Contracts (Regulation) Act, 1956,
the Depositories Act, 1996, and the provisions of the Companies Act, 1956 and
Companies Act, 2013, and the rules, regulations, circulars or guidelinesmade
thereunder.
(zg) securitiseddebt instruments as defined in the Securities and Exchange Board
of India (Public Offer and Listing of Securitised Debt Instruments) Regulations,
2008;
(zh) servicer means servicer as defined under clause(t) of sub-regulation (1) of
regulation 2 of the Securities and Exchange Board of India (Public Offer And
Listing Of Securitised Debt Instruments) Regulations, 2008;
(zi) "small and medium enterprises" or "SME" shall mean an entity which has issued
specified securities in accordance with the provisions of Chapter XB of the
Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009;
(zj) SME Exchange means an SME exchange as defined under clause (c) of subregulation (1) of regulation 106N of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2009;
(zk) "stockexchange" means a recognised stock exchange as defined under clause (f)
of section 2 of the Securities Contracts (Regulation) Act, 1956;

(zl)specified securities means equity shares and convertible securities as defined

under clause (zj) of sub-regulation (1) of regulation 2 of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009;
(zm) subsidiary means a subsidiary as defined under sub-section(87) of section 2
of the Companies Act, 2013;

(2) All other words and expressions used but not defined in these regulations, but defined in
the Act or the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Depositories Act, 1996 and/or the rules and regulations made thereunder shall have the
same meaning as respectively assigned to them in such Acts or rules or regulations or any
statutory modification or re-enactment thereto, as the case may be.
Applicability of the regulations.
3. Unless otherwise provided, these regulations shall apply to the listed entity who has listed
any of the following designated securities on recognised stock exchange(s):
(a) specified securities listed on main board or SME Exchange or institutional
trading platform;
(b) non-convertible debt securities, non-convertible redeemable preference shares,
perpetual debt instrument, perpetual non-cumulative preference shares;
(c) Indian depository receipts;
(d) securitised debt instruments;
(e) units issued by mutual funds;
(f) any other securities as may be specified by the Board.

CHAPTER II
PRINCIPLES GOVERNING DISCLOSURES AND OBLIGATIONS OF LISTED
ENTITY
Principles governing disclosures and obligations.
4. (1) The listed entity which has listed securities shall make disclosures and abide by its
obligations under these regulations, in accordance with the following principles:
(a) Information shall be prepared and disclosed in accordance with applicable

standards of accounting and financial disclosure.

(b) The listed entity shall implement the prescribed accounting standards in letter and

spirit in the preparation of financial statements taking into consideration the interest
of all stakeholders and shall also ensure that the annual audit is conducted by an
independent, competent and qualified auditor.
(c) The listed entity shall refrain from misrepresentation and ensure that the

information provided to recognised stock exchange(s) and investors is not

misleading.
(d) The listed entity shall provide adequate and timely information to recognised stock

exchange(s) and investors.

(e) The listed entity shall ensure that disseminations made under provisions of these

regulations and circulars made thereunder, are adequate, accurate, explicit, timely
and presented in a simple language.
(f) Channels for disseminating information shall provide for equal, timely and cost

efficient access to relevant information by investors.

(g) The listed entity shall abide by all the provisions of the applicable laws including

the securities laws and also such other guidelines as may be issued from time to
time by the Board and the recognised stock exchange(s) in this regard and as may
be applicable.
(h) The listed entity shall make the specified disclosures and follow its obligations in

letter and spirit taking into consideration the interest of all stakeholders.
(i) Filings, reports, statements, documents and information which are event based or

are filed periodically shall contain relevant information.

(j) Periodic filings, reports, statements, documents and information reports shall

contain information that shall enable investors to track the performance of a listed
entity over regular intervals of time and shall provide sufficient information to
enable investors to assess the current status of a listed entity.

(2) The listed entity which has listed its specified securities shall comply with the corporate
governance provisions as specified in chapter IV which shall be implemented in a manner
so as to achieve the objectives of the principles as mentioned below.
(a) The rights of shareholders: The listed entity shall seek to protect and facilitate the
exercise of the following rights of shareholders:
(i) right to participate in, and to be sufficiently informed of, decisions
concerningfundamental corporate changes.
(ii) opportunity to participate effectively and vote in general shareholder meetings.
(iii)beinginformed of the rules, including voting procedures that govern general
shareholder meetings.
(iv) opportunity to ask questions to the board of directors, to place items on the
agenda of general meetings, and to propose resolutions, subject to reasonable
limitations.
(v) Effective shareholder participation in key corporate governance decisions,
such as the nomination and election of members of board of directors.
(vi) exercise of ownership rights by all shareholders, including institutional
investors.
(vii) adequate mechanism to address the grievances of the shareholders.
(viii) protection of minority shareholders from abusive actions by, or in the
interest of, controlling shareholders acting either directly or indirectly, and
effective means of redress.
(b) Timely information: The listed entity shall provide adequate and timely information
to shareholders, including but not limited to the following:
(i) sufficient and timely information concerning the date, location and agenda of
general meetings, as well as full and timely information regarding the issues to
be discussed at the meeting.
(ii) Capital structures and arrangements that enable certain shareholders to obtain
a degree of control disproportionate to their equity ownership.
(iii)rights attached to all series and classes of shares, which shall be disclosed to
investors before they acquire shares.
(c) Equitable treatment: The listed entity shall ensure equitable treatment of all
shareholders, including minority and foreign shareholders, in the following manner:
(i) All shareholders of the same series of a class shall be treated equally.
(ii) Effective shareholder participation in key corporate governance decisions,
such as the nomination and election of members of board of directors, shall be
facilitated.
(iii)Exercise of voting rights by foreign shareholders shall be facilitated.
(iv) The listed entity shall devise a framework to avoid insider trading and abusive
self-dealing.
(v) Processes and procedures for general shareholder meetings shall allow for
equitable treatment of all shareholders.
(vi) Procedures of listed entity shall not make it unduly difficult or expensive to
cast votes.

(d) Role of stakeholders in corporate governance: The listed entity shall recognise the
rights of its stakeholders and encourage co-operation between listed entity and the
stakeholders, in the following manner:
(i) The listed entity shall respect the rights of stakeholders that are established by
law or through mutual agreements.
(ii) Stakeholders shall have the opportunity to obtain effective redress for
violation of their rights.
(iii)Stakeholders shall have access to relevant, sufficient and reliable information
on a timely and regular basis to enable them to participate in corporate
governance process.
(iv) The listed entity shall devise an effective whistle blower mechanism enabling
stakeholders, including individual employees and their representative bodies,
to freely communicate their concerns about illegal or unethical practices.
(e) Disclosure and transparency: The listed entity shall ensure timely and accurate
disclosure on all material matters including the financial situation, performance,
ownership, and governance of the listed entity, in the following manner:
(i) Information shall be prepared and disclosed in accordance with the prescribed
standards of accounting, financial and non-financial disclosure.
(ii) Channels for disseminating information shall provide for equal, timely and
cost efficient access to relevant information by users.
(iii)Minutes of the meeting shall be maintained explicitly recording dissenting
opinions, if any.
.
(f) Responsibilities of the board of directors: The board of directors of the listed entity
shall have the following responsibilities:
(i) Disclosure of information:
(1) Members of board of directors and key managerial personnel shall
disclose to the board of directors whether they, directly, indirectly, or on
behalf of third parties, have a material interest in any transaction or
matter directly affecting the listed entity.
(2) The board of directors and senior management shall conduct themselves
so as to meet the expectations of operational transparency to stakeholders
while at the same time maintaining confidentiality of information in order
to foster a culture of good decision-making.
(ii) Key functions of the board of directors(1) Reviewing and guiding corporate strategy, major plans of action, risk
policy, annual budgets and business plans, setting performance
objectives, monitoring implementation and corporate performance, and
overseeing major capital expenditures, acquisitions and divestments.
(2) Monitoring the effectiveness of the listed entitys governance practices
and making changes as needed.
(3) Selecting, compensating, monitoring and, when necessary, replacing key
managerial personnel and overseeing succession planning.
(4) Aligning key managerial personnel and remuneration of board of
directors with the longer term interests of the listed entity and its
shareholders.
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(5) Ensuring a transparent nomination process to the board of directors with

the diversity of thought, experience, knowledge, perspective and gender
in the board of directors.
(6) Monitoring and managing potential conflicts of interest of management,
members of the board of directors and shareholders, including misuse of
corporate assets and abuse in related party transactions.
(7) Ensuring the integrity of the listed entitys accounting and financial
reporting systems, including the independent audit, and that appropriate
systems of control are in place, in particular, systems for risk
management, financial and operational control, and compliance with the
law and relevant standards.
(8) Overseeing the process of disclosure and communications.
(9) Monitoring and reviewing board of directors evaluation framework.
(iii)Other responsibilities:
(1) The board of directors shall provide strategic guidance to the listed entity,
ensure effective monitoring of the management and shall be accountable
to the listed entity and the shareholders.
(2) The board of directors shall set a corporate culture and the values by
which executives throughout a group shall behave.
(3) Members of the board of directors shall act on a fully informed basis, in
good faith, with due diligence and care, and in the best interest of the
listed entity and the shareholders.
(4) The board of directors shall encourage continuing directors training to
ensure that the members of board of directors are kept up to date.
(5) Where decisions of the board of directors may affect different shareholder
groups differently, the board of directors shall treat all shareholders fairly.
(6) The board of directors shall maintain high ethical standards and shall take
into account the interests of stakeholders.
(7) The board of directors shall exercise objective independent judgement on
corporate affairs.
(8) The board of directors shall consider assigning a sufficient number of nonexecutive members of the board of directors capable of exercising
independent judgement to tasks where there is a potential for conflict of
interest.
(9) The board of directors shall ensure that, while rightly encouraging positive
thinking, these do not result in over-optimism that either leads to
significant risks not being recognised or exposes the listed entity to
excessive risk.
(10) The board of directors shall have ability to step back to assist executive
management by challenging the assumptions underlying: strategy,
strategic initiatives (such as acquisitions), risk appetite, exposures and the
key areas of the listed entitys focus.
(11) When committees of the board of directors are established, their mandate,
composition and working procedures shall be well defined and disclosed
by the board of directors.
(12) Members of the board of directors shall be able to commit themselves
effectively to their responsibilities.
(13) In order to fulfil their responsibilities, members of the board of directors
shall have access to accurate, relevant and timely information.
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(14) The board of directors and senior management shall facilitate the
independent directors to perform their role effectively as a member of the
board of directors and also a member of a committee of board of directors.
(3) In case of any ambiguity or incongruity between the principles and relevant regulations,
the principles specified in this Chapter shall prevail.

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CHAPTER III
COMMON OBLIGATIONS OF LISTED ENTITIES
General obligation of compliance.
5. The listed entity shall ensure that key managerial personnel, directors, promoters or any
other person dealing with the listed entity, complies with responsibilities or obligations, if
any, assigned to them under these regulations.
Compliance Officer and his Obligations.
6. (1) A listed entity shall appoint a qualified company secretary as the compliance officer.
(2) The compliance officer of the listed entity shall be responsible for(a) ensuring conformity with the regulatory provisions applicable to the listed entity in
letter and spirit.
(b) co-ordination with and reporting to the Board, recognised stock exchange(s) and
depositories with respect to compliance with rules, regulations and other directives
of these authorities in manner as specified from time to time.
(c) ensuringthat the correct procedures have been followed that would result in the
correctness, authenticity and comprehensiveness of the information, statements and
reports filed by the listed entity under these regulations.
(d) monitoring email address of grievance redressal division as designated by the listed
entity for the purpose of registering complaints by investors:
Provided that the requirements of this regulation shall not be applicable in the case of
units issued by mutual funds which are listed on recognised stock exchange(s) but shall be
governed by the provisions of the Securities and Exchange Board of India (Mutual Funds)
Regulations, 1996.
Share Transfer Agent.
7. (1) The listed entity shall appoint a share transfer agent or manage the share transfer
facility in-house:
Provided that, in the case of in-house share transfer facility, as and when the total
number of holders of securities of the listed entity exceeds one lakh, the listed entity
shall either register with the Board as a Category II share transfer agent or appoint
Registrar to an issue and share transfer agent registered with the Board.
(2)The listed entity shall ensure that all activities in relation to bothphysical and electronic
share transfer facility are maintained either in house or by Registrar to an issue and share
transfer agent registered with the Board.
(3)The listed entity shall submit a compliance certificate to the exchange, duly signed by both
the compliance officer of the listed entity and the authorised representative of the share

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transfer agent, wherever applicable,within one month of end of each half of the financial
year, certifying compliance with the requirements of sub- regulation (2).
(4)In case of any change or appointment of a new share transfer agent, the listed entity shall
enter into a tripartite agreement between the existing share transfer agent, the new share
transfer agent and the listed entity, in the manner as specified by the Board from time to
time:
Provided that in case the existing share transfer facility is managed in-house, the agreement
referred above shall be entered into between the listed entity and the new share transfer agent.
(5)The listed entity shall intimate such appointment, referred to in sub-regulation (4), to the
stock exchange(s) within seven days of entering into the agreement.
(6)The agreement referred to in sub-regulation (4) shall be placed in the subsequent meeting
of the board of directors:
Provided that the requirements of this regulation shall not be applicable to the units issued by
mutual funds that are listed on recognised stock exchange(s).
Co-operation with intermediaries registered with the Board.
8. The listed entity, wherever applicable, shall co-operate with and submit correct and
adequate information to the intermediaries registered with the Board such as credit
rating agencies, registrar to an issue and share transfer agents, debenture trustees
etc,within timelines and procedures specified under the Act, regulations and circulars
issued there under:
Provided that requirementsof this regulation shall not be applicable to the units issued by
mutual funds listed on a recognised stock exchange(s) for which the provisions of the
Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 shall be
applicable.
Preservation of documents.
9. The listed entity shall have a policy for preservation of documents, approved by its board
of directors, classifying them in at least two categories as follows(a) documents whose preservation shall be permanent in nature ;
(b) documents with preservation period of not less than eight years after completion of
the relevant transactions:
Provided that the listed entity may keep documents specified in clauses (a) and (b) in
electronic mode.
Filing of information.
10. (1) The listed entity shall file the reports, statements, documents, filings and any other
information with the recognised stock exchange(s) on the electronic platform as
specified by the Board or the recognised stock exchange(s).
(2)The listed entity shall put in placeinfrastructureas required for compliance with
sub-regulation (1).

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Scheme of Arrangement.
11. The listed entity shall ensure that any scheme of arrangement /amalgamation /merger
/reconstruction /reduction of capital etc. to be presented to any Court or Tribunal does
not in any way violate, override or limit the provisions of securities laws or
requirements of the stock exchange(s):
Provided that this regulation shall not be applicable for the units issued by Mutual Fund
which are listed on a recognised stock exchange(s).
Payment of dividend or interest or redemption or repayment.
12. The listed entity shall use any of the electronic mode of payment facility approved by
the Reserve Bank of India, in the manner specified in Schedule I, for the payment of
the following:
(a) dividends;
(b) interest;
(c) redemption or repayment amounts:
Provided that where it is not possible to use electronic mode of payment, payable-at-par
warrants or cheques may be issued:
Provided further that where the amount payable as dividend exceeds one thousand and five
hundred rupees, the payable-at-par warrants or cheques shall be sent by speed post.
Grievance Redressal Mechanism.
13. (1)The listed entity shall ensure that adequate steps are taken for expeditious redressal
of investor complaints.
(2)The listed entity shall ensure that it is registered on the SCORES platform or such other
electronic platform or system of the Board as shall be mandated from time to time, in order
to handle investor complaints electronically in the manner specified by the Board.
(3)The listed entity shall file with the recognised stock exchange(s) on a quarterly basis,
within twenty one days from the end of each quarter, a statement giving the number of
investor complaints pending at the beginning of the quarter, those received during the
quarter, disposed of during the quarter and those remaining unresolved at the end of the
quarter.
(4)The statement as specified in sub-regulation (3) shall beplaced, on quarterly basis, before
the board of directors of the listed entity.
Fees and other charges to be paid to the recognized stock exchange(s).
14. The listed entity shall pay all such fees or charges, as applicable, to the recognised
stock exchange(s), in the manner specified by the Board or the recognised stock
exchange(s).

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CHAPTER IV
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SPECIFIED
SECURITIES
Applicability.
15. (1) The provisions of this chapter shall apply to a listed entity which has listed its
specified securities on any recognised stock exchange(s) either on the main board or on
SME Exchange or on institutional trading platform:
(2) The compliance with the corporate governance provisions as specified in regulations 17,
18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of
regulation 46 and para C , D and E of Schedule V shall not apply, in respect of (a) the listed entity having paid up equity share capital not exceeding rupees ten crore
and net worth not exceeding rupees twenty five crore, as on the last day of the previous
financial year:
Provided that where the provisions of the regulations specified in this regulation
becomes applicable to a listed entity at a later date, such listed entity shall comply with
the requirements those regulations within six months from the date on which the
provisions became applicable to the listed entity.
(b) the listed entity which has listed its specified securities on the SME Exchange:
Provided that for other listed entities which are not companies, but body corporate or
are subject to regulations under other statues, the provisions of corporate governance
provisions as specified in regulation 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27
and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of
Schedule V shall apply to the extent that it does not violate their respective statutes and
guidelines or directives issued by the relevant authorities.
(3) Notwithstanding sub-regulation (2) above, the provisions of Companies Act, 2013 shall
continue to apply, wherever applicable.
Definitions.
16. (1) For the purpose of this chapter , unless the context otherwise requires (a) "control" shall have the same meaning as assigned to it under the Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011;
(b) "independent director" means a non-executive director, other than a nominee
director of the listed entity:
(i) who, in the opinion of the board of directors, is a person of integrity and
possesses relevant expertise and experience;
(ii) who is or was not a promoter of the listed entity or its holding, subsidiary
or associate company;
(iii) who is not related to promoters or directors in the listed entity, its holding,
subsidiary or associate company;
(iv) who, apart from receiving director's remuneration, has or had no material
pecuniary relationship with the listed entity, its holding, subsidiary or
associate company, or their promoters, or directors, during the two
immediately preceding financial years or during the current financial year;

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(v) none of whose relatives has or had pecuniary relationship or transaction

with the listed entity, its holding, subsidiary or associate company, or their
promoters, or directors, amounting to two per cent. or more of its gross
turnover or total income or fifty lakh rupees or such higher amount as may
be prescribed from time to time, whichever is lower, during the two
immediately preceding financial years or during the current financial year;
(vi) who, neither himself, nor whose relative(s)
(A) holds or has held the position of a key managerial personnel or is or
has been an employee of the listed entity or its holding, subsidiary or
associate company in any of the three financial years immediately
preceding the financial year in which he is proposed to be appointed;
(B) is or has been an employee or proprietor or a partner, in any of the
three financial years immediately preceding the financial year in
which he is proposed to be appointed, of
(1)a firm of auditors or company secretaries in practice or cost
auditors of the listed entity or its holding, subsidiary or associate
company; or
(2) any legal or a consulting firm that has or had any transaction
with the listed entity, its holding, subsidiary or associate company
amounting to ten per cent or more of the gross turnover of such
firm;
(C) holds together with his relatives two per cent or more of the total
voting power of the listed entity; or
(D) is a chief executive or director, by whatever name called, of any nonprofit organisation that receives twenty-five per cent or more of its
receipts or corpus from the listed entity, any of its promoters, directors
or its holding, subsidiary or associate company or that holds two per
cent or more of the total voting power of the listed entity;
(E) is a material supplier, service provider or customer or a lessor or
lessee of the listed entity;
(vii) who is not less than 21 years of age.
(c) material subsidiaryshall mean a subsidiary, whose income or net worth
exceeds twenty percent of the consolidated income or net worth respectively,
of the listed entity and its subsidiaries in the immediately preceding accounting
year.
Explanation.- The listed entity shall formulate a policy for determining material
subsidiary.
(d) senior management shall mean officers/personnel of the listed entity who are
members of its core management team excluding board of directors and
normally this shall comprise all members of management one level below the
executive directors, including all functional heads.
Boardof Directors.
17. (1) The composition of board of directors of the listed entity shall be as follows:
(a) board of directors shall have an optimum combination of executive and nonexecutive directors with at least one woman director and not less than fifty
percent. of the board of directors shall comprise of non-executive directors;

15

(b) where the chairperson of the board of directors is a non-executive director, at

least one-third of the board of directors shall comprise of independent directors
and where the listed entity does not have a regular non-executive chairperson,
at least half of the board of directors shall comprise of independent directors:
Provided that where the regular non-executive chairperson is a promoter of the
listed entity or is related to any promoter or person occupying management
positions at the level of board of director or at one level below the board of
directors, at least half of the board of directors of the listed entity shall consist
of independent directors.
Explanation.-For the purpose of this clause, the expression related to any
promoter" shall have the following meaning:
(i) if the promoter is a listed entity, its directors other than the independent
directors, its employees or its nominees shall be deemed to be related to it;
(ii) if the promoter is an unlisted entity, its directors, its employees or its nominees
shall be deemed to be related to it.
(2) The board of directors shall meet at least four times a year, with a maximum time gap
of one hundred and twenty days between any two meetings.
(3) The board of directors shall periodically review compliance reports pertaining to all
laws applicable to the listed entity, prepared by the listed entity as well as steps taken
by the listed entity to rectify instances of non-compliances.
(4) The board of directors of the listed entity shall satisfy itself that plans are in place for
orderly succession for appointment to the board of directors and senior management.
(5) (a) The board of directors shall lay down a code of conduct for all members of board
of directors and senior management of the listed entity.
(b) The code of conduct shall suitably incorporate the duties of independent directors
as laid down in the Companies Act, 2013.
(6) (a) The board of directors shall recommend all fees or compensation, if any, paid to
non-executive directors, including independent directors and shall require approval
of shareholders in general meeting.
(b) The requirement of obtaining approval of shareholders in general meeting shall not

apply to payment of sitting fees to non-executive directors, if made within the

limits prescribed under the Companies Act, 2013 for payment of sitting fees
without approval of the Central Government.
(c) The approval of shareholders mentioned in clause (a), shall specify the limits for

the maximum number of stock options that may be granted to non-executive

directors, in any financial year and in aggregate.
(d) Independent directors shall not be entitled to any stock option.

(7) The minimum information to be placed before the board of directors is specified in
Part A of Schedule II.

16

(8) The chief executive officer and the chief financial officer shall provide the compliance
certificate to the board of directors as specified in Part B of Schedule II.
(9) (a) The listed entity shall lay down procedures to inform members of board of
directors about risk assessment and minimization procedures.
(b) The board of directors shall be responsible for framing, implementing and

monitoring the risk management plan for the listed entity.

(10) The performance evaluation of independent directors shall be done by the entire board
of directors:
Provided that in the above evaluation the directors who are subject to evaluation shall
not participate:
Audit Committee.
18. (1) Every listed entity shall constitute a qualified and independent audit committee in
accordance with the terms of reference, subject to the following:
(a) The audit committee shall have minimum three directors as members.
(b)Two-thirds of the members of audit committee shall be independent directors.
(c) All members of audit committee shall be financially literate and at least one
member shall have accounting or related financial management expertise.
Explanation (1).-For the purpose of this regulation, financially literate shall mean
the ability to read and understand basic financial statements i.e. balance sheet,
profit and loss account, and statement of cash flows.
Explanation (2).-For the purpose of this regulation , a member shall be considered
to have accounting or related financial management expertise if he or she possesses
experience in finance or accounting, or requisite professional certification in
accounting, or any other comparable experience or background which results in the
individuals financial sophistication, including being or having been a chief
executive officer, chief financial officer or other senior officer with financial
oversight responsibilities.
(d)The chairperson of the audit committee shall be an independent director and he
shall be present at Annual general meeting to answer shareholder queries.
(e) The Company Secretary shall act as the secretary to the audit committee.
(f) The audit committee at its discretion shall invite the finance director or head of the
finance function, head of internal audit and a representative of the statutory auditor
and any other such executives to be present at the meetings of the committee:
Provided that occasionally the audit committee may meet without the presence of
any executives of the listed entity.
(2) The listed entity shall conduct the meetings of the audit committee in the following
manner:
(a) The audit committee shall meet at least four times in a year and not more than one
hundred and twenty days shall elapse between two meetings.
(b)The quorum for audit committee meeting shall eitherbe two members or one third
of the members of the audit committee, whichever is greater, with at least two
17

independent directors.
(c) The audit committee shall have powers to investigate any activity within its terms
of reference, seek information from any employee, obtain outside legal or other
professional advice and secure attendance of outsiders with relevant expertise, if it
considers necessary.
(3) The role of theaudit committee and the information to be reviewed by the audit
committee shall be as specified in Part C of Schedule II.
Nomination and remuneration committee.
19.
(1) The board of directors shall constitute the nomination and remuneration
committee as follows:
(a) the committee shall comprise of atleast three directors ;
(b)all directors of the committee shall be non-executive directors; and
(c) at least fifty percent of the directors shall be independent directors.
(2) The Chairperson of the nomination and remuneration committee shall be an independent
director:
Provided that the chairperson of the listed entity,whether executive or non-executive,
may be appointed as a member of the Nomination and Remuneration Committee and
shall not chair such Committee.
(3) The Chairperson of the nomination and remuneration committee may be present at the
annual general meeting, to answer the shareholders' queries; however, it shall be up to
the chairperson to decide who shall answer the queries.
(4) The role of the nomination and remuneration committee shall be as specified as in Part D
of the Schedule II.
Stakeholders Relationship Committee.
20. (1) The listed entity shall constitute a Stakeholders Relationship Committee to
specifically look into the mechanism of redressal of grievances of shareholders,
debenture holders and other security holders.
(2) The chairperson of this committee shall be a non-executive director.
(3) The board of directors shall decide other members of this committee.
(4) The role of the Stakeholders Relationship Committee shall be as specified as in Part D of
the Schedule II.
Risk Management Committee.
21. (1)The board of directors shall constitute a Risk Management Committee.
(2) The majority of members of Risk Management Committee shall consist of members of
the board of directors.
(3) The Chairperson of the Risk management committee shall be a member of the board of
directors and senior executives of the listed entity may be members of the committee.
18

(4) The board of directors shall define the role and responsibility of the Risk Management
Committee and may delegate monitoring and reviewing of the risk management plan to
the committee and such other functions as it may deem fit.
(5) The provisions of this regulation shall be applicable to top 100 listed entities, determined
on the basis of market capitalisation, as at the end of the immediate previous financial
year.
Vigil mechanism.
22. (1) The listed entity shall formulate a vigil mechanism for directors and employees to
report genuine concerns.
(2) The vigil mechanism shall provide for adequate safeguards against victimization of
director(s) or employee(s) or any other person who avail the mechanism and also provide
for direct access to the chairperson of the audit committee in appropriate or exceptional
cases.
Related party transactions.
23. (1)The listed entity shall formulate a policy on materiality of related partytransactions
and on dealing with related party transactions:
Explanation.- A transaction with a related party shall be considered material if the
transaction(s) to be entered into individually or taken together with previous
transactions during a financial year, exceeds ten percent of the annual consolidated
turnover of the listed entity as per the last audited financial statements of the listed
entity.
(2) All related party transactions shall require prior approval of the audit committee.
(3) Audit committee may grant omnibus approval for related party transactions proposed to
be entered into by the listed entity subject to the following conditions, namely(a)

the audit committee shall lay down the criteria for granting the omnibus approval in
line with the policy on related party transactions of the listed entity and such approval
shall be applicable in respect of transactions which are repetitive in nature;
(b) the audit committee shall satisfy itself regarding the need for such omnibus
approval and that such approval is in the interest of the listed entity;
(c) the omnibus approval shall specify:
(i)
the name(s) of the related party, nature of transaction, period of
transaction, maximum amount of transactions that shall be entered into,
(ii)
the indicative base price / current contracted price and the formula for
variation in the price if any; and
(iii)
such other conditions as the audit committee may deem fit:
Provided that where the need for related party transaction cannot be foreseen
and aforesaid details are not available, audit committee may grant omnibus
approval for such transactions subject to their value not exceeding rupees one
crore per transaction.
(d) the audit committee shall review, atleast on a quarterly basis, the details of related
party transactions entered into by the listed entity pursuant to each of the omnibus
approvals given.
(e) Such omnibus approvals shall be valid for a period not exceeding one year and
19

shall require fresh approvals after the expiry of one year:

(4) All material related party transactions shall require approval of the shareholders through
resolution and the related parties shall abstain from voting on such resolutions whether the
entity is a related party to the particular transaction or not.
(5) The provisions of sub-regulations (2), (3) and (4) shall not be applicable in the following
cases:
(a) transactions entered into between two government companies;
(b) transactions entered into between a holding company and its wholly owned subsidiary
whose accounts are consolidated with such holding company and placed before the
shareholders at the general meeting for approval.
Explanation.-For the purpose of clause (a), "government company(ies)" means Government
company as defined in sub-section (45) of section 2 of the Companies Act, 2013.
(6) The provisions of this regulation shall be applicable to all prospective transactions.
(7) For the purpose of this regulation, all entities falling under the definition of related parties
shall abstain from voting irrespective of whether the entity is a party to the particular
transaction or not.
(8) All existing material related party contracts or arrangements entered into prior to the date
of notification of these regulations and which may continue beyond such date shall be
placed for approval of the shareholders in the first General Meeting subsequent to
notification of these regulations.

Corporate governance requirements with respect to subsidiary of listed entity.

24. (1) At least one independent director on the board of directors of the listed entity shall
be a director on the board of directors of an unlisted material subsidiary, incorporated
in India.
(2) The audit committee of the listed entity shall also review the financial statements, in
particular, the investments made by the unlisted subsidiary.
(3) The minutes of the meetings of the board of directors of the unlisted subsidiary shall be
placed at the meeting of the board of directors of the listed entity.
(4) The management of the unlisted subsidiary shall periodically bring to the notice of the
board of directors of the listed entity, a statement of all significant transactions and
arrangements entered into by the unlisted subsidiary.
Explanation.-For the purpose of this regulation, the term significant transaction or
arrangement shall mean any individual transaction or arrangement that exceeds or is
likely to exceed ten percent of the total revenues or total expenses or total assets or total
liabilities, as the case may be, of the unlisted material subsidiary for the immediately
preceding accounting year.
(5) A listed entity shall not dispose of shares in its material subsidiary resulting in reduction
of its shareholding (either on its own or together with other subsidiaries) to less than fifty
percent or cease the exercise of control over the subsidiary without passing a special
20

resolution in its General Meeting except in cases where such divestment is made under a
scheme of arrangement duly approved by a Court/Tribunal.
(6) Selling, disposing and leasing of assets amounting to more than twenty percent of the
assets of the material subsidiary on an aggregate basis during a financial year shall require
prior approval of shareholders by way of special resolution, unless the sale/disposal/lease
is made under a scheme of arrangement duly approved by a Court/Tribunal.
(7) Where a listed entity has a listed subsidiary, which is itself a holding company, the
provisions of this regulation shall apply to the listed subsidiary in so far as its subsidiaries
are concerned.

Obligations with respect to independent directors.

25. (1) A person shall not serve as an independent director in more than seven listed
entities:
Provided that any person who is serving as a whole time director in any listed entity
shall serve as an independent director in not more than three listed entities.
(2) The maximum tenure of independent directors shall be in accordance with the Companies
Act, 2013 and rules made thereunder, in this regard, from time to time.
(3) The independent directors of the listed entity shall hold at least one meeting in a year,
without the presence of non-independent directors and members of the management and
all the independent directors shall strive to be present at such meeting.
(4) The independent directors in the meeting referred in sub-regulation (3) shall, interalia(a) review the performance of non-independent directors and the board of directors as a
whole;
(b) review the performance of the chairperson of the listed entity, taking into account the
views of executive directors and non-executive directors;
(c) assess the quality, quantity and timeliness of flow of information between the
management of the listed entity and the board of directors that is necessary for the
board of directors to effectively and reasonably perform their duties.
(5) An independent director shall be held liable, 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 these regulations.
(6) An independent director who resigns or is removed from the board of directors of the
listed entity shall be replaced by a new independent director by listed entity at the earliest
but not later than the immediate next meeting of the board of directors or three months
from the date of such vacancy, whichever is later:
Provided that where the listed entity fulfils the requirement of independent directors in its
board of directors without filling the vacancy created by such resignation or removal, the
requirement of replacement by a new independent director shall not apply.
(7) The listed entity shall familiarise the independent directors through various programmes
about the listed entity, including the following:
21

(a)
(b)
(c)
(d)

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.

Obligations with respect to directors and senior management.

26. (1) A director shall not be a member in more than ten committees or act as chairperson
of more than five committees across all listed entities in which he is a director which
shall be determined as follows:
(a) the limit of the committees on which a director may serve in all public limited
companies, whether listed or not, shall be included and all other companies
including private limited companies, foreign companies and companies under
Section 8 of the Companies Act, 2013 shall be excluded;
(b) for the purpose of determination of limit, chairpersonship and membership of the
audit committee and the Stakeholders' Relationship Committee alone shall be
considered.
(2) Every director shall inform the listed entity about the committee positions he or she
occupies in other listed entities and notify changes as and when they take place.
(3) All members of the board of directors and senior management personnel shall affirm
compliance with the code of conduct of board of directors and senior management on an
annual basis.
(4) Non-executive directors shall 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 general meeting called for appointment of such
director
(5) Senior management shall make disclosures to the board of directors relating to 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.
Explanation.- For the purpose of this sub-regulation, 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.

Other corporate governance requirements.

27. (1) The listed entity may, at its discretion, comply with requirements as specified inPart
E of Schedule II.
(2) (a) The listed entity shall submit a quarterly compliance report on corporate governance
in the format as specified by the Board from time to time to the recognised stock
exchange(s) within fifteen days from close of the quarter.
(b) Details of all material transactions with related parties shall be disclosed along with
the report mentioned in clause (a) of sub-regulation (2).
(c) The report mentioned in clause (a) of sub-regulation (2) shall be signed either by the
compliance officer or the chief executive officer of the listed entity.
22

In-principle approval of recognized stock exchange(s).

28. (1) The listed entity, before issuing securities, shall obtain an in-principle approval
from recognised stock exchange(s) in the following manner:
(a) where the securities are listed only on recognised stock exchange(s) having
nationwide trading terminals, from all such stock exchange(s);
(b)where the securities are not listed on any recognised stock exchange having
nationwide trading terminals, from all the stock exchange(s) in which the securities
of the issuer are proposed to be listed;
(c) where the securities are listed on recognised stock exchange(s) having nationwide
trading terminals as well as on the recognised stock exchange(s) not having
nationwide trading terminals, from all recognised stock exchange(s) having
nationwide trading terminals:
(2) The requirement of obtaining in-principle approval from recognised stock exchange(s),
shall not be applicable for securities issued pursuant to the scheme of arrangement for
which the listed entity has already obtained No-Objection Letter from recognised stock
exchange(s) in accordance with regulation 37.

Prior Intimations.
29. (1) The listed entity shall give prior intimation to stock exchange about the meeting of
the board of directors in which any of the following proposalsis due to be considered:
(a) financialresults viz. quarterly, half yearly, or annual, asthecasemaybe;
(b)proposal for buyback of securities;
(c) proposal for voluntary delisting by the listed entity from the stock exchange(s);
(d)fund raising by way of further public offer, rights issue, American Depository
Receipts/Global Depository Receipts/Foreign Currency Convertible Bonds,
qualified institutions placement, debt issue, preferential issue or any other method
and for determination of issue price:
Provided that intimation shall also be given in case of any annual general meeting or
extraordinary general meeting or postal ballot that is proposed to be held for obtaining
shareholder approval for further fund raising indicating type of issuance.
(e) 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.
(f) the proposal for declaration of bonus securities where such proposal is
communicated to the board of directors of the listed entity as part of the agenda
papers:

23

Provided that in case the declaration of bonus by the listed entity is not on the
agenda of the meeting of board of directors, prior intimation is not required to be
given to the stock exchange(s).
(2) The intimation required under sub-regulation (1), shall be given atleast two working
days in advance, excluding the date of the intimationand dateofthemeeting:
Provided that intimation regarding item specified in clause (a) of sub-regulation (1), to
be discussed at the meeting of board of directors shall be given atleast five days in
advance (excluding the date of the intimation and date of the meeting), and such
intimation shall include thedate of such meeting of board of directors.
(3) The listed entity shall give intimation to the stock exchange(s) at least eleven working
days before any of the following proposal is placed before the board of directors (a) any alteration in the form or nature of any of its securities that are listed on the
stock exchange or in the rights or privileges of the holders thereof.
(b)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.

Disclosure of events or information.

30. (1) Every listed entity shall make disclosures of any events or information which, in
the opinion of the board of directors of the listed company, is material.
(2) Events specified in Para Aof Part A of Schedule III are deemed to be material
events and listed entity shall make disclosure of such events.
(3) The listed entity shall make disclosure of events specified in Para B of Part Aof
Schedule III, based on application of the guidelines for materiality, as specified in
sub-regulation (4).
(4) (i) The listed entity shall consider the following criteria for determination of
materiality of events/ information:
(a)the omission of an event or information, which is likely to result in
discontinuity or alteration of event or information already available
publicly; or
(b)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;
(c)In case where the criteria specified in sub-clauses (a) and (b) are not
applicable, an event/information may be treated as being material if in the
opinion of the board of directors of listed entity, the event / information is
considered material.
(ii) The listed entity shall frame a policy for determination of materiality, based
on criteria specified in this sub-regulation, duly approved by its board of
directors, which shall be disclosed on its website.
(5) The board of directors of the listed entity shall authorize one or more Key
Managerial Personnel for the purpose of determining materiality of an event or
24

information and for the purpose of making disclosures to stock exchange(s) under
this regulation and the contact details of such personnel shall be also disclosed to
the stock exchange(s) and as well as on the listed entity's website.
(6) The listed entity shall first disclose to stock exchange(s) of all events, as
specified in Part A of Schedule III, or information as soon as reasonably possible
and not later than twenty four hours from the occurrence of event or information:
Provided that in case the disclosure is made after twenty four hours of occurrence
of the event or information, the listed entity shall, along with such disclosures
provide explanation for delay:
Provided further that disclosure with respect to events specified in sub-para4 of
Para A of Part A of Schedule III shall be made within thirty minutes of the
conclusion of the board meeting.
(7) The listed entity shall, with respect to disclosures referred to in this regulation,
make disclosures updating material developments on a regular basis, till such time
the event is resolved/closed, with relevant explanations.
(8) The listed entity shall disclose on its website all such events or information
which has been disclosed to stock exchange(s) under this regulation , and such
disclosures shall be hosted on the website of the listed entity for a minimum period
of five years and thereafter as per the archival policy of the listed entity, as
disclosed on its website.
(9) The listed entity shall disclose all events or information with respect to
subsidiaries which are material for the listed entity.
(10) The listed entity shall provide specific and adequate reply to all queries raised
by stock exchange(s) with respect to any events or information:
Provided that the stock exchange(s) shall disseminate information and clarification
as soon as reasonably practicable.
(11) The listed entity may on its own initiative also, confirm or deny any reported
event or information to stock exchange(s).
(12) In case where an event occurs or an information is available with the listed
entity, which has not been indicated in Para A or B of Part A of Schedule III, but
which may have material effect on it, the listed entity is required to make adequate
disclosures in regard thereof.

Holding of specified securities and shareholding pattern.

31. (1) The listed entity shall submit to the stock exchange(s) a statement showing holding
of securities and shareholding pattern separately for each class of securities, in the
format specified by the Board from time to timewithin the following timelines (a) one day prior to listing of its securities on the stock exchange(s);
(b) on a quarterly basis, within twenty one days from the end of each quarter; and,
(c) within ten days of any capital restructuring of the listed entity resulting in a
change exceeding two per centof the total paid-up share capital:

25

Provided that in case of listed entities which have listed their specified securities on SME
Exchange, the above statements shall be submitted on a half yearly basis within twenty
one days from the end of each half year.
(2) The listed entity shall ensure that hundred percent of shareholding of promoter(s) and
promoter group is in dematerialized form and the same is maintained on a continuous
basis in the manner as specified by the Board.
(3) The listed entity shall comply with circulars or directions issued by the Board from time
to time with respect to maintenance of shareholding in dematerialized form.
Disclosure of Class of shareholders and Conditions for Reclassification.
31A. (1) All entities falling under promoter and promoter group shall be disclosed separately
in the shareholding pattern appearing on the website of all stock exchanges having
nationwide trading terminals where the specified securities of the entity are listed, in
accordance with the formats specified by SEBI.
(2) The stock exchange, specified in sub-regulation (1), shall allow modification or
reclassification of the status of the shareholders, only upon receipt of a request from the
concerned listed entity or the concerned shareholders along with all relevant evidence and
on being satisfied with the compliance of conditions mentioned in this regulation.
(3) In case of entities listed on more than one stock exchange, the concerned stock
exchanges shall jointly decide on the application of the entity/ shareholders, as specified
in sub-regulation(2).
(4) In case of transmission/succession/inheritance, the inheritor shall be classified as
promoter.
(5) When a new promoter replaces the previous promoter subsequent to an open offer or
in any other manner, re-classification may be permitted subject to approval of
shareholders in the general meeting and compliance of the following conditions:
(a) Such promoter along with the promoter group and the Persons Acting in Concert shall
not hold more than ten per cent of the paid-up equity capital of the entity.
(b) Such promoter shall not continue to have any special rights through formal or informal
arrangements. All shareholding agreements granting special rights to such entities shall be
terminated.
(c) Such promoters and their relatives shall not act as key managerial person for a period
of more than three years from the date of shareholders approval:
Provided that the resolution of the said shareholders' meeting must specifically grant
approval for such promoter to act as key managerial person.
(6) Where anentity becomes professionally managed and does not have any identifiable
promoter the existing promoters may be re-classified as public shareholders subject to
approval of the shareholders in a general meeting.
Explanation.- For the purposes of this sub-regulation anentity may be considered as
professionally managed, if-

26

(i)

(ii)

(iii)

No person or group along with persons acting in concert taken together shall hold
more than one per cent paid-up equity capital of the entity including any holding
of convertibles/outstanding warrants/ Depository Receipts:
Provided that any mutual fund, bank, insurance company, financial institution,
foreign portfolio investor may individually hold up to ten per cent 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 key
managerial personnel in the entity only subject to shareholders approval and for a
period not exceeding three years from the date of shareholders approval.
The promoter seeking reclassification along with his promoter group entities and
the persons acting in concert shall not have any special right through formal or
informal arrangements. All shareholding agreements granting special rights to
such outgoing entities shall be terminated.

(7) Without prejudice to sub-regulations (5) and (6), re-classification of promoter as

public shareholders shall be subject to the following conditions:
(a) Such promoter shall not, directly or indirectly, exercise control, over the affairs of
the entity.
(b) 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 the Securities Contracts
(Regulation) Rules, 1957, and the provisions of these regulations.
(c) The event of re-classification shall be disclosed to the stock exchanges as a
material event in accordance with the provisions of these regulations.
(d) Board 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 persons
acting in concert.
(8) If any public shareholder seeks to re-classify itself as promoter, it shall be required to
make an open offer in accordance with the provisions of SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011.

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

32. (1) The listed entity shall submit to the stock exchange the following statement(s) on a
quarterly basis for public issue, rights issue, preferential issue etc. ,(a) 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;
(b)indicatingcategory wise variation (capital expenditure, sales and marketing,
working capital etc.) between projected utilisation of funds made by it in its offer
document or explanatory statement to the notice for the general meeting, as
applicable and the actual utilisation of funds.

(2) The statement(s) specified in sub-regulation (1), shall be continued to be given till such
time theissue proceeds have been fully utilised or the purpose for which these proceeds
were raised has been achieved.

27

(3) The statement(s) specified in sub-regulation (1), shall be placed before the audit
committee for review and after such review, shall be submitted to the stock exchange(s).
(4) The listed entity shall furnish an explanation for the variation specified in sub-regulation
(1), in the directors report in the annual report.
(5) The listed entity shall prepare an annual statement of funds utilized for purposes other
than those stated in the offer document/prospectus/notice, certified by the statutory
auditors of the listed entity, and place it before the audit committee till such time the full
money raised through the issue has been fully utilized.
(6) Where the listed entity has appointed a monitoring agency to monitor utilisation of
proceeds of a public or rights issue, the listed entity shall submit to the stock exchange(s)
any comments or report received from the monitoring agency.
(7) Where the listed entity has appointed a monitoring agency to monitor the utilisation of
proceeds of a public or rights issue, the monitoring report of such agency shall be placed
before the audit committee on an annual basis, promptly upon its receipt.
Explanation.- For the purpose of this sub-regulation, monitoring agency shall mean
the monitoring agency specified in regulation 16 of the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations, 2009.
(8) For the purpose of this regulation, any reference to quarterly/quarter in case of listed
entity which have listed their specified securities on SME Exchange shall respectively be
read as half yearly/half year.

Financial results.
33. (1) While preparing financial results, the listed entity shall comply with the following:
(a) The financial results shall be prepared on the basis of accrual accounting policy
and shall be in accordance with uniform accounting practices adopted for all the
periods.
(b) The quarterly and year to date results shall be prepared in accordance with the
recognition and measurement principles laid down in Accounting Standard 25 or
Indian Accounting Standard 31 (AS 25/ Ind AS 34 Interim Financial
Reporting), as applicable, specified in Section 133 of the Companies Act, 2013
read with relevant rules framed thereunder or as specified by the Institute of
Chartered Accountants of India, whichever is applicable.
(c) The standalone financial results and consolidated financial results shall be
prepared as per Generally Accepted Accounting Principles in India:
Provided that in addition to the above, the listed entity may also submit the
financial results, as per the International Financial Reporting Standards notified by
the International Accounting Standards Board.
(d) The listed entity shall ensure that the limited review or audit reports submitted to
the stock exchange(s) on a quarterly or annual basis are to be given only by an
auditor who has subjected himself to the peer review process of Institute of
28

Chartered Accountants of India and holds a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India.
(e) The listed entity shall make the disclosures specified in Part A of Schedule IV.
(2)The approval and authentication of the financial results shall be done by listed entity in the
following manner:
(a) The quarterly financial results submitted shall be approved by the board of
directors:
Provided that while placing the financial results before the board of directors, the
chief executive officer and chief financial officer of the listed entity shall certify
that the financial results 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.
(b) The financial results submitted to the stock exchange shall be signed by the
chairperson or managing director, or a whole time director or in the absence of all
of them; it shall be signed by any other director of the listed entity who is duly
authorized by the board of directors to sign the financial results.
(c) The limited review report shall be placed before theboard of directors, at its
meeting which approves the financial results, before being submitted to the stock
exchange(s).
(d) The annual audited financial results shall be approved by the board of directors of
the listed entity and shall be signed in the manner specified in clause (b) of subregulation (2).
(3) The listed entity shall submit the financial results in the following manner:
(a) The listed entity shall submit quarterly and year-to-date standalone financial
results to the stock exchange within forty-five days of end of each quarter, other
than the last quarter.
(b)In case the listed entity has subsidiaries, in addition to the requirement at clause (a)
of sub-regulation (3), the listed entity may also submit quarterly/year-to-date
consolidated financial results subject to following:
(i) the listed entity shall intimate to the stock exchange, whether or not listed
entity opts to additionally submit quarterly/year-to-date consolidated
financial results in the first quarter of the financial year and this option shall
not be changed during the financial year.
Provided that this option shall also be applicable to listed entity that is
required to prepare consolidated financial results for the first time at the end
of a financial year in respect of the quarter during the financial year in which
the listed entity first acquires the subsidiary.
(ii) in case the listed entity changes its option in any subsequent year, it shall
furnish comparable figures for the previous year in accordance with the
option exercised for the current financial year.
29

(c) The quarterly and year-to-date financial results may be either audited or unaudited
subject to the following:
(i) In case the listed entity opts to submit unaudited financial results, they shall
be subject to limited review by the statutory auditors of the listed entity and
shall be accompanied by the limited review report.
Provided that in case of public sector undertakings this limited review may
be undertaken by any practicing Chartered Accountant.
(ii) In case the listed entity opts to submit audited financial results, they shall be
accompanied by the audit report.
(d) The listed entity shall submit [annual] 1 audited standalone financial results for the
financial year, within sixty days from the end of the financial year along with the audit
report and [Statement on Impact of Audit Qualifications (applicable only]2for audit
report with modified opinion):
Provided that if the listed entity has subsidiaries, it shall, while submitting annual
audited standalone financial results also submit annual audited consolidated
financial results along with the audit report and [Statement on Impact of Audit
Qualifications (applicable only]3for audit report with modified opinion)[:]4
[Provided further that, in case of audit reports with unmodified opinion(s), the
listed entity shall furnish a declaration to that effect to the Stock Exchange(s) while
publishing the annual audited financial results.]5
(e) The listed entity shall also submit the audited financial results in respect of the last
quarter along-with the results for the entire financial year, with a note stating that
the figures of last quarter are the balancing figures between audited figures in
respect of the full financial year and the published year-to-date figures upto the
third quarter of the current financial year.
(f) The listed entity shall also submit as part of its standalone or consolidated
financial results for the half year, by way of a note, a statement of assets and
liabilities as at the end of the half-year.
(4) The applicable formats of the financial results and [Statement on Impact of Audit
Qualifications (for audit report with modified opinion)] 6 shall be in the manner as
specified by the Board [***]7.

Inserted by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016, w.e.f.
01.04.2016.
2
Substituted for either Form A (for audit report with unmodified opinion) or Form B ( by SEBI (Listing
Obligations and Disclosure Requirements) (Amendment) Regulations, 2016, w.e.f. 01.04.2016
3
Substituted for either Form A (for audit report with unmodified opinion) or Form B ( by SEBI (Listing
Obligations and Disclosure Requirements) (Amendment) Regulations, 2016, w.e.f. 01.04.2016
4
Substituted for the symbol .by SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2016, w.e.f. 01.04.2016
5
Inserted by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016, w.e.f.
01.04.2016.

30

(5) For the purpose of this regulation, any reference to quarterly/quarter in case of listed
entity which has listed their specified securities on SME Exchange shall be respectively
read as half yearly/half year and the requirement of submitting year-to-date financial
results shall not be applicable for a listed entity which has listed their specified securities
on SME Exchange.
(6) The [Statement on Impact of Audit Qualifications (for audit report with modified
opinion)]8and the accompanying annual audit report submitted in terms of clause (d)
of sub-regulation (3) shall be reviewed by the stock exchange(s) [***]9.
(7) [***]10
Annual Report.
34.
(1) The listed entity shall submit the annual report to the stock exchange within twenty
one working days of it being approved and adopted in the annual general meeting as
per the provisions of the Companies Act, 2013.
(2)The annual report shall contain the following:
(a) audited financial statements 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;]11
(b) consolidated financial statements audited by its statutory auditors;
(c) cash flow statement presented only under the indirect method as prescribed in
Accounting Standard-3 or Indian Accounting Standard 7, as applicable, specified
in Section 133 of the Companies Act, 2013 read with relevant rules framed
thereunder or as specified by the Institute of Chartered Accountants of India,
whichever is applicable;
(d) directors report;
(e) management discussion and analysis report - either as a part of directors report or
addition thereto;
(f) for the top 12 [five hundred] 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
6

Substituted for Form A (for audit report with unmodified opinion) & Form B (for audit report with modified
opinion) by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016, w.e.f.
01.04.2016
7
The words from time to time omitted by SEBI (Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2016, w.e.f. 01.04.2016.
8
Substituted for Form B by SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2016, w.e.f. 01.04.2016
9
The words and Qualified Audit Report Review Committee in manner as specified in Schedule VIII omitted by
SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016, w.e.f. 01.04.2016.
10
Omitted by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016, w.e.f.
01.04.2016. Prior to omission, sub regulation (7) read as follows:
(7) The listed entity shall on the direction issued by the Board, carry out the necessary steps, for rectification of
modified opinion and/or submission of revised pro-forma financial results, in the manner specified in Schedule
VIII.
11
Substituted for the symbol ; by SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2016, w.e.f. 01.04.2016.
12
Substituted for hundred by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2015, w.e.f. 01-04-2016

31

governance perspective, in the format as specified by the Board from time to

time:
Provided that listed entities other than top 13[five hundred] listed companies based
on market capitalization and listed entities which have listed their specified
securities on SME Exchange, may include these business responsibility reports on
a voluntary basis in the format as specified.
(3) The annual report shall contain any other disclosures specified in Companies Act, 2013
along with other requirements as specified in Schedule V of these regulations.
Annual Information Memorandum.
35. The listed entity shall submit to the stock exchange(s) an Annual Information
Memorandum in the manner specified by the Board from time to time.
Documents & Information to shareholders.
36.
(1) The listed entity shall send the annual report in the following manner to the
shareholders:
(a) Soft copies of full annual report to all those shareholder(s) who have registered
their email address(es) for the purpose;
(b) Hard copy of statement containing the salient features of all the documents, as
prescribed in Section 136 of Companies Act, 2013 or rules made thereunder to
those shareholder(s) who have not so registered;
(c) Hard copies of full annual reports to those shareholders, who request for the same.
(2) The listed entity shall send annual report referred to in sub-regulation (1), to the holders of
securities, not less than twenty-one days before the annual general meeting.
(3) In case of the appointment of a new director or re-appointment of a director the
shareholders must be provided with the following information:
(a) a brief resume of the director;
(b) nature of his expertise in specific functional areas;
(c) disclosure of relationships between directors inter-se;
(d) names of listed entities in which the person also holds the directorship and the
membership of Committees of the board; and
(e) shareholding of non-executive directors.
Draft Scheme of Arrangement &Scheme of Arrangement.
37.
(1)Without prejudice to provisions of regulation 11, the listed entity desirous of
undertaking a scheme of arrangement or involved in a scheme of arrangement, shall
file the draft scheme of arrangement,proposed to be filed before any Court or Tribunal
under sections 391-394 and 101 of the Companies Act, 1956 or under Sections 230234 and Section 66 of Companies Act, 2013, whichever applicable, with the stock
exchange(s) for obtaining Observation Letter or No-objection letter, before filing such
scheme with any Court or Tribunal,in terms of requirements specified by the Board or
stock exchange(s) from time to time.

13

Substituted for 100 by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2015, w.e.f. 01-04-2016

32

(2)The listed entity shall not file any scheme of arrangement under sections 391-394 and
101 of the Companies Act, 1956 or under Sections 230-234 and Section 66 of
Companies Act, 2013 ,whichever applicable, with any Court or Tribunal unless it has
obtained observation letter or No-objection letter from the stock exchange(s).
(3)The listed entity shall place the Observation letter or No-objection letter of the stock
exchange(s) before the Court or Tribunal at the time of seeking approval of the
scheme of arrangement:
Provided that the validity of the Observation Letter or No-objection letter of stock
exchanges shall be six months from the date of issuance, within which the draft
scheme of arrangement shall be submitted to theCourt or Tribunal .
(4)The listed entity shall ensure compliance with the other requirements as may be
prescribed by the Board from time to time.
(5)Upon sanction of the Scheme by the Court or Tribunal, the listed entity shall submit
the documents, to the stock exchange(s), as prescribed by the Board and/or stock
exchange(s) from time to time.
Minimum Public Shareholding.
38. The listed entity shall comply with the minimum public shareholding requirements
specified in Rule 19(2) and Rule 19A of the Securities Contracts (Regulation) Rules,
1957 in the manner as specified by the Board from time to time:
Provided that provisions of this regulation shall not apply to entities listed on
institutional trading platform without making a public issue.
Issuance of Certificates or Receipts/Letters/Advices for securities and dealing with
unclaimed securities.
39.
(1) Thelisted entity shall comply with Rule 19(3) of Securities Contract (Regulations)
Rules, 1957 in respect of Letter/Advices of Allotment, Acceptance or Rights, transfers,
subdivision, consolidation, renewal, exchanges, issuance of duplicates thereof or any
other purpose.
(2)The listed entity shall 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
thirty days from the date of such lodgement.
(3)The listed entity shall submit information regarding loss of share certificates and issue of
the duplicate certificates, to the stock exchange within two days of its getting information.
(4)The listed entity shall comply with the procedural requirements specified in Schedule VI
while dealing with securities issued pursuanttothepublicissueoranyother issue, physical or
otherwise, which remain unclaimed and/or are lying in the escrow account, as applicable.

Transfer or transmissionor transpositionof securities.

33

40.

(1) Save as otherwise specified in provisions of securities laws or Companies Act,

2013 and rules made thereunder, the listed entity shall also comply with the
requirements as specified in this regulation for effecting transfer of securities.

(2)The board of directors of a listed entity may delegate the power of transfer of securities to
a committee orto complianceofficeror to theregistrar to an issue and/or share transfer
agent(s):
Provided that the board of directors and/or the delegated authority shall attend to the
formalities pertaining to transfer of securities at least once in a fortnight:
Provided further that the delegated authority shall report on transfer of securities to the
board of directors in each meeting.
(3)On receipt of proper documentation, the listed entity shall register transfers of its securities
in the name of the transferee(s) and issue certificates or receipts or advices, as applicable,
of transfers; or issue any validobjection or intimation to the transferee or transferor, as the
case may be, within a period of fifteen days from the date of such receipt of request for
transfer:
Provided that the listed entity shall ensure that transmission requests are processed for
securities held in dematerialized mode and physical mode within seven days and twenty
one days respectively, after receipt of the specified documents:
Provided further that proper verifiable dated records of all correspondence with the
investor shall be maintained by the listed entity.
(4)The listed entity shall not register transfer whenany statutoryprohibitionorany attachment
orprohibitoryorderofacompetent authorityrestrains itfromtransferringthesecuritiesfrom
the nameofthe transferor(s).
(5)The listed entity shall not register the transfer of its securities in the name of the
transferee(s) whenthetransferor(s)objectstothetransfer:
Provided that the transferor serves on the listed entity, within sixty working days of raising
the objection, a prohibitory order of a Court of competent jurisdiction.
(6)The listed entity shall not 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.
(7)The listed entity shall comply with all procedural requirements as specified in Schedule
VII with respect to transfer of securities.
(8)In case the listed entity hasnoteffectedtransferof securities withinfifteen
daysorwherethelisted
entityhasfailedto
communicate
tothetransferee(s)any
validobjectiontothetransfer,withinthestipulatedtime periodof fifteen days,thelisted
entityshallcompensatetheaggrievedpartyfortheopportunity losses causedduringtheperiodof
thedelay:
Provided that duringthe interveningperiodon accountof delay in transfer above, the listed
entity shall provide all benefits, which have accrued, to the holder of securities in terms of
provisions of Section 126 of Companies Act, 2013, and Section 27 of the Securities
Contracts (Regulation) Act, 1956:
Provided further that in case of any claim, difference or dispute under this sub-regulation
the same shall be referred to and decided by arbitration as provided in the bye-laws and/or
34

regulations of the stock exchange(s).

(9) The listed entity shall ensure that the share transfer agent and/or the in-house share
transfer facility, as the case may be, produces a certificate from a practicing company
secretary within one month of the end of each half of the financial year, certifying that all
certificates have been issued within thirty days of the date of lodgement for transfer, subdivision, consolidation, renewal, exchange or endorsement of calls/allotment monies.
(10) The listed entity shall ensure that certificate mentioned at sub-regulation (9), shall be
filed with the stock exchange(s) simultaneously.
(11) In addition to transfer of securities, the provisions of this regulation shall also apply to
the following :
(a) 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 ;
(b)transmission of securities to the legal heir(s), where deceased holder of securities
was the sole holder of securities;
(c) 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.

Other provisions relating to securities.

41.
(1) The listed entity shall not exercise a lien on its fully paid shares and that in respect
of partly paid shares it shall not exercise any lien except in respect of moneys called or
payable at a fixed time in respect of such shares.
(2)The listed entity shall, in case of any amount to be paid in advance of calls on any shares
stipulate that such amount may carry interest but shall not in respect thereof confer a right
to dividend or to participate in profits.
(3)The listed entity shall not issue shares in any manner which may confer on any person,
superior rights as to voting or dividend vis--vis the rights on equity shares that are already
listed.
(4)The listed entity shall,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
shareholders of the listed entity, unless the shareholders in the general meeting decide
otherwise.
(5)Unless the terms of issue otherwise provide, the listed entity shall not select any of its
listed securities for redemption otherwise than on pro-rata basis or by lot.
Record Date or Date of closure of transfer books.
42.
(1)The listed entity shall intimate the record date to all the stock exchange(s) where it
is listed for the followingpurposes:
(a) declaration of dividend;
(b)issue of right or bonus shares;
(c) issue of shares for conversion of debentures or any other convertible security;
(d)shares arising out of rights attached to debentures or any other convertible security
(e) corporate actions like mergers, de-mergers, splits and bonus shares, where stock
35

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;
(f) such other purposes as may be specified by the stock exchange(s).
(2)The listed entity shallgive notice in advance ofatleastsevenworkingdays (excluding the
date of intimation and the record date) to stock exchange(s) of record date specifying
the purpose of the record date.
(3)The listed entity shallrecommend or declare all dividend and/or cash bonuses at least five
working days (excluding the date of intimation and the record date) before the record
date fixed for the purpose.
(4)The listed entity shall ensure the time gap of at least thirty days between two record dates.
(5)For securities held in physical form, the listed entity may, announce dates of closure of its
transfer books in place of record date for complying with requirements as specified in subregulations (1) to (4):
Provided that the listed entity shall ensure that there is a time gap of atleast thirty days
between two dates of closure of its transfer books.
Dividends.
43.
(1) The listed entity shall declare and disclose the dividend on per share basis only.
(2) The listed entity shall not forfeit unclaimed dividends before the claim becomes barred by
law and such forfeiture, if effected, shall be annulled in appropriate cases.
Voting by shareholders.
44.
(1) The listed entity shall provide the facility of remote e-voting facility to its
shareholders, in respect of all shareholders' resolutions.
(2)The e-voting facility to be provided to shareholders in terms of sub-regulation (1),shall be
provided in compliance with the conditions specified under the Companies (Management and
Administration) Rules, 2014, or amendments made thereto.
(3)The listed entity shall submit to the stock exchange, within forty eight hours of conclusion
of its General Meeting, details regarding the voting results in the format specified by the
Board.
(4)The listed entity shall send proxy forms to holders of securities in all cases mentioning that
a holder may vote either for or against each resolution.
Change in name of the listed entity.
45.
(1) The listed entity shall be allowed to change its name subject to compliance with
the following conditions:
(a) a time period of at least one year has elapsed from the last name change;
(b)at least fifty percent. of the total revenue in the preceding one year period has been
accounted for by the new activity suggested by the new name;or
(c) the amount invested in the new activity/project is atleast fifty percent. of the assets
of the listed entity:
36

Provided that if any listed entity has changed its activities which are not reflected in its name,
it shall change its name in line with its activities within a period of six months from the
change of activities in compliance of provisions as applicable to change of name prescribed
under Companies Act, 2013.
Explanation.- For the purpose of this regulation, (i) 'assets' of the listed entity means the sum of fixed assets, advances, works in
Progress / Inventories, investments, trade receivables, cash & cash equivalents;
(ii) advances shall include only those amounts extended to contractors and
suppliers towards execution of project, specific to new activity as reflected in the
new name.
(2) On satisfaction of conditions at sub-regulation (1), the listed entity shall file an application for
name availability with Registrar of Companies.
(3) On receipt of confirmation regarding name availability from Registrar of Companies, before
filing the request for change of name with the Registrar of Companies in terms of provisions
laid down in Companies Act, 2013 and rules made thereunder, the listed entity shall seek
approval from Stock Exchange by submitting a certificate from chartered accountant stating
compliance with conditions at sub-regulation (1).
Website.
46.
(1) The listed entity shall maintain a functional website containing the basic
information about the listed entity.
(2) The listed entity shall disseminate the following information on its website:
(a) details of its business;
(b) terms and conditions of appointment of independent directors;
(c) composition of various committees of board of directors;
(d) code of conduct of board of directors and senior management personnel;
(e) details of establishment of vigil mechanism/ Whistle Blower policy;
(f) criteria of making payments to non-executive directors , if the same has not been
disclosed in annual report;
(g) policy on dealing with related party transactions;
(h) policy for determining material subsidiaries;
(i) details of familiarization programmes imparted to independent directors including
the following details:(i) number of programmes attended by independent directors (during the year and
on a cumulative basis till date),
(ii) number of hours spent by independent directors in such programmes (during
the year and on cumulative basis till date), and
(iii) other relevant details
(j) the email address for grievance redressal and other relevant details;
(k) contact information of the designated officials of the listed entity who are
responsible for assisting and handling investor grievances;
(l) financial information including:
(i) notice of meeting of the board of directors where financial results shall be
discussed;

37

(ii) financial results, on conclusion of the meeting of the board of directors where
the financial results were approved;
(iii) complete copy of the annual report including balance sheet, profit and loss
account, directors report, corporate governance report etc;
(m)
shareholding pattern;
(n) details of agreements entered into with the media companies and/or their
associates, etc;
(o) schedule of analyst or institutional investor meet and presentations made by the
listed entity to analysts or institutional investors simultaneously with submission to
stock exchange;
(p) new name and the old name of the listed entity for a continuous period of one year,
from the date of the last name change;
(q) itemsin sub-regulation (1) of regulation 47 .
(3) (a)The listed entity shall ensure that the contents of the website are correct.
(b)The listed entity shall update any change in the content of its website within two
working days from the date of such change in content.

Advertisements in Newspapers.
47.
(1) The listed entity shall publish the following information in the newspaper:
(a) notice of meeting of the board of directors where financial results shall be
discussed
(b) financial results, as specified in regulation 33, along-with the modified opinion(s)
or reservation(s), if any, expressed by the auditor:
Provided that if the listed entity has submitted both standalone and consolidated
financial results, the listed entity shall 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 referenceto the places, such as the website of listed
entity and stock exchange(s), where the standalone results of the listed entity are
available.
(c) statements of deviation(s) or variation(s) as specified in sub-regulation (1) of
regulation 32 on quarterly basis, after review by audit committee and its
explanation in directors report in annual report;
(d) notices given to shareholders by advertisement.
(2)The listed entity shall give a reference in the newspaper publication, in sub-regulation (1),
to link of the website of listed entity and stock exchange(s), where further details are
available.
(3)The listed entity shall publish the information specified in sub-regulation (1) in the
newspaper simultaneously with the submission of the same to the stock exchange(s).
Provided that financial results at clause (b) of sub-regulation (1), shall be published within
48 hours of conclusion of the meeting of board of directors at which the financial results
were approved.
(4)The information at sub-regulation (1) shall be published in at least one English language
national daily newspaper circulating in the whole or substantially the whole of India and in
one daily newspaper published in the language of the region, where the registered office of
the listed entity is situated:
38

Provided that the requirements of this regulation shall not be applicable in case of listed
entities which have listed their specified securities on SME Exchange.

Accounting Standards.
48. The listed entity shall comply with all the applicable and notified Accounting
Standards from time to time.

39

CHAPTER V
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS NONCONVERTIBLE DEBT SECURITIES OR NON-CONVERTIBLE REDEEMABLE
PREFERENCE SHARES OR BOTH

Applicability.
49. (1) The provisions of this chapter shall apply only to a listed entity which has listed its
Non-convertible Debt Securities and/or Non-Convertible Redeemable Preference
Shares on a recognised stock exchange in accordance with Securities and Exchange
Board of India (Issue and Listing of Debt Securities) Regulations, 2008 or Securities
and Exchange Board of India (Issue and Listing of Non-Convertible Redeemable
Preference Shares) Regulations, 2013 respectively.
(2)The provisions of this chapter shall also be applicable to perpetual debt instrument and
"perpetual non-cumulative preference share listed by banks.
Explanation (1).-For the purpose of this chapter, Bank" means any bank included in the
Second Schedule to the Reserve Bank of India Act, 1934.
Explanation(2).- For the purpose of this chapter, if the listed entity has listed its nonconvertible redeemable preference shares:
(i) The reference to interest may also read as dividend;
(ii) The provisions concerning debenture trustees and security creation (or asset cover
or charge on assets) shall not be applicable for non-convertible redeemable
preference shares

Intimation to stock exchange(s).

50.
(1) The listed entity shall give prior intimation to the stock exchange(s) at least eleven
working days before the date on and from which the interest on debentures and bonds,
and redemption amount of redeemable shares or of debentures and bonds shall be
payable.
(2) The listed entity shall intimate the stock exchange(s), its intention to raise funds through
new non-convertible debt securities or non-convertible redeemable preference shares it
proposes to list either through a public issue or on private placement basis, prior to
issuance of such securities:
Provided that the above intimation may be given prior to the meeting of board of directors
wherein the proposal to raise funds through new non convertible debt securities or nonconvertible redeemable preference shares shall be considered.
(3) The listed entity shall intimate to the stock exchange(s), at least two working days in
advance, excluding the date of the intimationand dateofthemeeting, regarding the
meeting of its board of directors, at which the recommendation or declaration of issue of
non convertible debt securities or any other matter affecting the rights or interests of
holders of non convertible debt securities or non convertible redeemable preference shares
is proposed to be considered.

40

Disclosure of information having bearing on performance/operation of listed entity

and/or price sensitive information.
51. (1) The listed entity shall promptly inform the stock exchange(s) of all information
having bearing on the performance/operation of the listed entity, price sensitive
information or any action that shall affect payment of interest or dividend of nonconvertible preference shares or redemption of non convertible debt securities or
redeemable preference shares.
Explanation.-The expression promptly inform, shall imply that the stock exchange must be
informed as soon as practically possible and without any delay and that the information shall
be given first to the stock exchange(s) before providing the same to any third party.
(2) Without prejudice to the generality of sub-regulation(1), the listed entity who has issued
or is issuing non-convertible debt securities and/or non-convertible redeemable preference
shares shall make disclosuresas specified in Part B of Schedule III.
Financial Results.
52.
(1)The listed entity shall prepare and submit un-audited or audited financial results on
a half yearly basis in the format as specified by the Board within forty five days from
the end of the half year to the recognised stock exchange(s).
The listed entity shall comply with following requirements with respect to preparation,
approval, authentication and publication of annual and half-yearly financial results:
(a) Un-audited financial results shall be accompanied by limited review report
prepared by the statutory auditors of the listed entity or in case of public sector
undertakings, by any practising Chartered Accountant, in the format as specified by
the Board:
Provided that if the listed entity intimates in advance to the stock exchange(s) that
it shall submit to the stock exchange(s) its annual audited results within sixty days
from the end of the financial year, un-audited financial results for the last half year
accompanied by limited review report by the auditors need not be submitted to
stock exchange(s).
(b)Half-yearly results shall be taken on record by the board of directors and signed by
the managing director / executive director.
(c) The audited results for the year shall be submitted to the recognised stock
exchange(s) in the same format as is applicable for half-yearly financial results.
(d)If the listed entity opts to submit un-audited financial results for the last half year
accompanied by limited review report by the auditors, it shall also submit audited
financial results for the entire financial year, as soon as they are approved by the
board of directors.
(e) Modified opinion(s) in audit reports that have a bearing on the interest payment/
dividend payment pertaining to non-convertible redeemable debentures/ redemption
or principal repayment capacity of the listed entity shall be appropriately and
adequately addressed by the board of directors while publishing the accounts for the
said period.

41

(3) (a) The annual audited financial results shall be submitted along with the annual audit
report and [Statement on Impact of Audit Qualifications (applicable only] 14 for audit
report with modified opinion[)]15[;]16
[Provided that, in case of audit reports with unmodified opinion, the listed entity shall
furnish a declaration to that effect to the Stock Exchange(s) while publishing the annual
audited financial results.]17
(b)The [Statement on Impact of Audit Qualifications (for audit report with modified
opinion]18 and the accompanying annual audit report submitted in terms of clause (a)
shall be reviewed by the stock exchange(s) [***]19.
(c) [***]20
(d)The applicable [format]21 of [Statement on Impact of Audit Qualifications (for audit
report with modified opinion)]22shall be [in the manner as]23 specified by the Board
[***]24.
(4) The listed entity, while submitting half yearly / annual financial results, shall disclose the
following line items along with the financial results:
(a) credit rating and change in credit rating (if any);
(b) asset cover available, in case of non convertible debt securities;
(c) debt-equity ratio;
(d) previous due date for the payment of interest/ dividend for non-convertible
redeemable preference shares/ repayment of principal of non-convertible
preference shares /non convertible debt securities and whether the same has been
paid or not; and,
14

Substituted for either Form A for audit report with unmodified opinion, or Form B by SEBI (Listing
Obligations and Disclosure Requirements) (Amendment) Regulations, 2016, w.e.f. 01.04.2016.
15
Inserted by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016, w.e.f.
01.04.2016.
16
Substituted for the symbol . by SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2016, w.e.f. 01.04.2016.
17
Inserted by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016, w.e.f.
01.04.2016.
18
Substituted for Form B by SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2016, w.e.f. 01.04.2016.
19
The words and the Qualified Audit Report Review Committee in the manner specified in Schedule VIII
omitted by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016, w.e.f.
01.04.2016.
20
Omitted bySEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016, w.e.f.
01.04.2016. Prior to omission, sub regulation (3) read as follows:
The listed entity shall on the direction issued by the Board, carry out the necessary steps, for rectification of
modified opinion and/or submission of revised pro-forma financial results, in the manner specified in Schedule
VIII
21
Substituted for formatsby SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2016, w.e.f. 01.04.2016
22
Substituted for Form A and Form Bby SEBI (Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2016, w.e.f. 01.04.2016
23
Inserted by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016, w.e.f.
01.04.2016.
24
The words from time to timeomitted by SEBI (Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2016, w.e.f. 01.04.2016

42

(e) next due date for the payment of interest/ dividend of non-convertible preference
shares /principal along with the amount of interest/ dividend of non-convertible
preference shares payable and the redemption amount;
(f) debt service coverage ratio;
(g) interest service coverage ratio;
(h) outstanding redeemable preference shares (quantity and value);
(i) capital redemption reserve/debenture redemption reserve;
(j) net worth;
(k) net profit after tax;
(l) earnings per share:
Provided that the requirement of disclosures of debt service coverage ratio, asset cover and
interest service coverage ratio shall not be applicable for banks or non banking financial
companies registered with the Reserve Bank of India.
Provided further that the requirement of this sub- regulation shall not be applicable in case
of unsecured debt instruments issued by regulated financial sector entities eligible for
meeting capital requirements as specified by respective regulators.
(5) While submitting the information required under sub- regulation (4), the listed entity shall
submit to stock exchange(s), a certificate signed by debenture trustee that it has taken note
of the contents.
(6) The listed entity which has listed its non convertible redeemable preference shares shall
make the following additional disclosures as notes to financials:
(a) profit for the half year and cumulative profit for the year;
(b)free reserve as on the end of half year;
(c) securities premium account balance (if redemption of redeemable preference share
is to be done at a premium, such premium may be appropriated from securities
premium account):
Provided that disclosure on securities premium account balance may be provided
only in theyear in which non convertible redeemable preference shares are due for
redemption;
(d) track record of dividend payment on non convertible redeemable preference shares:
Provided that in case the dividend has been deferred at any time, then the actual date
of payment shall be disclosed;
(e) breach of any covenants under the terms of the non convertible redeemable
preference shares:
Provided that in case a listed entity is planning a fresh issuance of shares whose end
use is servicing of the non convertible redeemable preference shares (whether
dividend or principle redemption), then the same shall be disclosed whenever the
listed entity decided on such issuances.
(7) The listed entity shall submit to the stock exchange on a half yearly basis along with the
half yearly financial results, a statement indicating material deviations, if any, in the use of
proceeds of issue of non convertible debt securities and non-convertible redeemable
preference shares from the objects stated in the offer document.

43

(8)The listed entity shall, within two calendar days of the conclusion of the meeting of the
board of directors, publish the financial results and statement referred to in sub-regulation
(4), in at least one English national daily newspaper circulating in the whole or substantially
the whole of India.
Annual Report.
53.
The annual report of the listed entity shall contain disclosures as specified in
Companies Act, 2013 along with the following:
(a) audited financial statements i.e. balance sheets, profit and loss accounts etc [, and
Statement on Impact of Audit Qualifications as stipulated in regulation 52(3)(a), if
applicable;]25
(b) cash flow statement presented only under the indirect method as prescribed in
Accounting Standard-3/ Indian Accounting Standard 7, mandated under Section
133 of the Companies Act, 2013 read with relevant rules framed thereunder or by
the Institute of Chartered Accountants of India, whichever is applicable;
(c) auditors report;
(d) directors report;
(e) name of the debenture trustees with full contact details ;
(f) related party disclosures as specified in Para A of Schedule V.
Asset Cover.
54. (1) In respect of its listed non-convertible debt securities, the listed entity shall
maintain hundred percent. asset cover sufficient to discharge the principal amount at all
times for the non-convertible debt securities issued.
(2) The listed entity shall disclose to the stock exchange in quarterly, half-yearly, yearto-date and annual financial statements, as applicable, the extent and nature of security
created and maintained with respect to its secured listed non-convertible debt
securities.
(3) The requirement specified in sub-regulation (1), shall not be applicable in case of
unsecured debt securities issued by regulated financial sector entities eligible for
meeting capital requirements as specified by respective regulators.
Credit Rating.
55. Each rating obtained by the listed entity with respect to non-convertible debt securities
shall be reviewed at least once a year by a credit rating agency registered by the Board.
Documents and Intimation to Debenture Trustees.
56.
(1) The listed entity shall forward the following to the debenture trustee promptly:
(a) a copy of the annual report at the same time as it is issued along with a copy of
certificate from the listed entity's auditors in respect of utilisation of funds during
the implementation period of the project for which the funds have been raised:
Provided that in the case of debentures or preference shares issued for financing
working capital or general corporate purposes or for capital raising purposes the
copy of the auditor's certificate may be submitted at the end of each financial year
till the funds have been fully utilised or the purpose for which these funds were
25

Substituted for the symbol ; by SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2016, w.e.f. 01.04.2016

44

intended has been achieved.

(b)a copy of all notices, resolutions and circulars relating to(i) new issue of non convertible debt securities at the same time as they are sent
to shareholders/ holders of non convertible debt securities;
(ii) the meetings of holders of non-convertible debt securities at the same time as
they are sent to the holders of non convertible debt securities or advertised in
the media including those relating to proceedings of the meetings;
(c) intimations regarding :
(i) any revision in the rating;
(ii) any default in timely payment of interest or redemption or both in respect of
the non convertible debt securities;
(iii) failure to create charge on the assets;
(d)a half-yearly certificate regarding maintenance of hundred percent. asset cover in
respect of listed non convertible debt securities, by either a practicing company
secretary or a practicing chartered accountant, along with the half yearly financial
results:
Provided that submission of such half yearly certificates is not applicable in cases
where a listed entity is a bank or non banking financial companies registered with
Reserve Bank of India or where bonds are secured by a Government guarantee.
(2) The listed entity shall forward to the debenture trustee any such information sought and
provide access to relevant books of accounts as required by the debenture trustee.
(3) The listed entity may, subject to the consent of the debenture trustee, send the information
stipulated in sub-regulation (1), in electronic form/fax.
Other submissions to stock exchange(s).
57. (1) The listed entity shall submit a certificate to the stock exchange within two days of
the interest or principal or both becoming due that it has made timely payment of
interests or principal obligations or both in respect of the non convertible debt securities.
(2) The listed entity shall provide an undertaking to the stock exchange(s) on annual basis
stating that all documents and intimations required to be submitted to Debenture Trustees in
terms of Trust Deed and Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008 have been complied with.
(3) The listed entity shall forward to the stock exchange any other information in the manner
and format as specified by the Board from time to time.
Documents andinformation to holders of non - convertible debt securities and nonconvertible preference shares
58. (1) The listed entity shall send the following documents:
(a) Soft copies of full annual reports to all the holders of non convertiblepreference
sharewho have registered their email address(es) for the purpose;
(b) Hard copy of statement containing the salient features of all the documents, as
specified in Section 136 of Companies Act, 2013 and rules made thereunder to
those holders of non convertiblepreference share who have not so registered;
(c) Hard copies of full annual reports to those holders of non convertible debt
securities and non convertiblepreference share, who request for the same.

45

(d) Half yearly communication as specified in sub-regulation (4) and (5) of regulation
52, to holders of non convertible debt securities and non convertiblepreference
shares;
(2)The listed entity shall send the notice of all meetings of holders of non convertible debt
securities and holders of non-convertible redeemable preference shares specifically stating
that the provisions for appointment of proxy as mentioned in Section 105 of the
Companies Act, 2013, shall be applicable for such meeting.
(3)The listed entity shall send proxy forms to holders of non convertible debt securities and
non-convertible redeemable preference shares which shall be worded in such a manner that
holders of these securities may vote either for or against each resolution.
Structure of non convertible debt securities and non convertible redeemable preference
shares.
59. (1) The listed entity shall not make material modification without prior approval of the
stock exchange(s) where the non convertible debt securities or non-convertible
redeemable preference shares, as applicable, are listed, to :
(a) the structure of the debenture in terms of coupon, conversion, redemption, or
otherwise.
(b) the structure of the non-convertible redeemable preference shares in terms of
dividend of non-convertible preference shares payable, conversion, redemption,
or otherwise.
(2) The approval of the stock exchange referred to in sub-regulation (1) shall be made only
after:
(a) approval of the board of directors and the debenture trustee in case of nonconvertible debt securities and
(b) after complying with the provisions of Companies Act, 2013 including approval of
the consent of requisite majority of holders of that class of securities.
Record Date
60. (1) The listed entity shall fix a record date for purposes of payment of interest, dividend
and payment of redemption or repayment amount or for such other purposes as
specified by the stock exchange.
(2) The listed entity shall give notice in advance of atleastsevenworkingdays (excluding the
date of intimation and the record date) to the recognised stock exchange(s) of the
record date or of as many days as the stock exchange(s) may agree to or require specifying
the purpose of the record date.
Terms of non convertible debt securities and non convertible redeemable preference
shares.
61. (1) The listed entity shall ensure timely payment of interest or dividend of nonconvertible redeemable preference shares or redemption payment:
Provided that the listed entity shall not declare or distribute any dividend wherein it has
defaulted in payment of interest on debt securities or redemption thereof or in creation of
security as per the terms of the issue of debt securities:

46

Provided further that this requirement shall not be applicable in case of unsecured debt
securities issued by regulated financial sector entities eligible for meeting capital requirements
as specified by respective regulators.
(2)The listed entity shall not forfeit unclaimed interest/dividend and such unclaimed
interest/dividend shall be transferred to the Investor Education and Protection Fund set up
as per Section 125 of the Companies Act, 2013.
(3)Unless the terms of issue provide otherwise, the listed entity shall not select any of its listed
securities for redemption otherwise than pro rata basis or by lot.
(4) The listed entity shall comply with requirements as specified in regulation 40 for transfer
of securities including procedural requirements specified in Schedule VII.
Website.
62. (1) The listed entity shall maintain a functional website containing the following
information about the listed entity:(a)details of its business;
(b)
financial information including complete copy of the annual report including
balance sheet, profit and loss account, directors report etc;
(c)contact information of the designated officials of the listed entity who are
responsible for assisting and handling investor grievances;
(d)
email address for grievance redressal and other relevant details;
(e)name of the debenture trustees with full contact details;
(f) the information, report, notices, call letters, circulars, proceedings, etc concerning
non-convertible redeemable preference shares or non convertible debt securities;
(g)
all information and reports including compliance reports filed by the listed
entity;
(h)
information with respect to the following events:
(i) default by issuer to pay interest on or redemption amount;
(ii) failure to create a charge on the assets;
(iii) revision of rating assigned to the non convertible debt securities:
(2)The listed entity may also issue a press release with respect to the events specified in subregulation (1).
(3) The listed entity shall ensure that the contents of the website are correct and updated at
any given point of time.

47

CHAPTER VI
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SPECIFIED
SECURITIES AND EITHER NON-CONVERTIBLE DEBT SECURITIES OR NONCONVERTBLE REDEEMABLE PREFERENCE SHARES OR BOTH
Applicability of Chapters IV and V.
63.
(1) Entity which has listed its specified securities and non-convertible debt
securities or non-convertible redeemable preference shares or both on any
recognised stock exchange, shall be bound by the provisions in Chapter IV of these
regulations.
(2) The listed entity described in sub-regulation (1) shall additionally comply with the
following regulations in Chapter V:
(a) regulation 50(2),(3);
(b) regulation 51;
(c) regulation 52(3), (4), (5)and (6);
(d) regulation 53
(e) regulation 54
(f) regulation 55
(g) regulation 56
(h) regulation 57
(i) regulation 58
(j) regulation 59
(k) regulation 60
(l) regulation 61:
Provided that the listed entity which has submitted any information to the stock exchange in
compliance with the disclosure requirements under Chapter IV of these regulations, need not
re-submit any such information under the provisions of this regulations without prejudice to
any power conferred on the Board or the stock exchange or any other authority under any law
to seek any such information from the listed entity:
Provided further that the listed entity, which has satisfied certain obligations in compliance
with other chapters, shall not separately satisfy the same conditions under this chapter.
Delisting.
64.
(1) In the event specified securities of the listed entity are delisted from the stock
exchange, the listed entity shall comply with all the provisions in Chapter V of these
regulations.
(2) In the event that non-convertible debt securities and non-convertible redeemable
preference shares of the listed entity do not remain listed on the stock exchange, the listed
entity shall comply with all the provisions in Chapter IV of these regulations.

48

CHAPTER VII
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS INDIAN
DEPOSITORY RECEIPTS

Applicability.
65. The provisions of this chapter shall apply to listed entity whose securities market
regulators are signatories to the Multilateral Memorandum of Understanding of
International Organization of Securities Commission issuing Indian Depository
Receipts as defined under Rule 13 of the Companies (Registration of Foreign
Companies) Rules, 2014.
Definitions.
66. For the purpose of this chapter , unless the context otherwise requires (a) IDR Holder(s) shall mean holder(s) of Indian Depository Receipts.
(b)Depository Agreement shall mean an agreement between the listed entity and the
domestic depository
(c) Home Country or country of origin shall mean the country or parent country
where the listed entity is incorporated and listed.
(d)Security holder shall mean holder of the security or equity shares of the listed
entity in the home country.
General Obligations of listed entity.
67. (1) All correspondences filed with the stock exchange(s) and those sent to the IDR
Holders shall be in English.
(2) The listed entity shall comply, at all times, with the rules/regulations/laws of the country
of origin.
(3) The listed entity shall undertake that the competent Courts, Tribunals and regulatory
authorities in India shall have jurisdiction in the event of any dispute, either with the stock
exchange or any investor, concerning the India Depository Receipts offered or subscribed
or bought in India.
(4)The listed entity shall forward, on a continuous basis, any information requested by the
stock exchange, in the interest of investors from time to time.
(5)In case of any claim, difference or dispute under the provisions of this chapter and other
provisions of these regulations applicable to the listed entity, the same shall be referred to
and decided by arbitration as provided in the bye-laws and regulations of the stock
exchange(s).
Disclosure of material events or information.
68. (1) The listed entity shall promptly inform to the stock exchange(s) of all events which
are material, all information which is price sensitiveand/or have bearing on
performance/operation of the listed entity.
(2) Without prejudice to the generality of sub-regulation(1), the listed entity shall make the
disclosures as specified in Part C of Schedule III.

49

Indian Depository Receipt holding pattern & Shareholding details.

69. (1) The listed entity shall file with the stock exchange the Indian Depository Receipt
holding pattern on a quarterly basis within fifteen days of end of the quarter in the
format specified by the Board.
(2) The listed entity shall file the following details with the stock exchange as is required to
be filed in compliance with the disclosure requirements of the listing authority or stock
exchange in its home country or any other jurisdiction where the securities of the listed
entity are listed:
(a) Shareholding Pattern;
(b)Pre and post arrangement share holding pattern and Capital Structure in case of any
corporate restructuring like mergers / amalgamations
Periodical Financial Results.
70. (1) The listed entity shall file periodical financial results with the stock exchange in
such manner and within such time and to the extent that it is required to file as per the
listing requirements of the home country.
(2) The listed entity shall comply with the requirements with respect to preparation and
disclosures in financial results as specified in Part B of Schedule IV.
Annual Report.
71. (1)The listed entity shall submit to stock exchange an annual report at the same time as
it is disclosed to the security holder in its home country or in other jurisdictions where
such securities are listed.
(2) The annual report shall contain the following:
(a) Report of board of directors;
(b)Balance Sheet;
(c) Profit and Loss Account;
(d)Auditors Report;
(e) All periodical and special reports( if applicable);
(f) Any such other report which is required to be sent to security holders annually.
(3) The listed entity shall comply with the requirements with respect to preparation and
disclosures in financial results in annual report as specified in Part B of Schedule IV.
Corporate Governance.
72. (1) The listed entity shall comply with the corporate governance provisions as
applicable in its home country and other jurisdictions in which its equity shares are
listed.
(2) The listed entity shall submit to stock exchange a comparative analysis of the corporate

governance provisions that are applicable in its home country and in the other jurisdictions
in which its equity shares are listed along with the compliance of the same vis--vis the
corporate governance requirements applicable under regulation 17 to regulation 27, to
other listed entities.

50

Documents and Information to IDR Holder.

73. The listed entity shall disclose/send the following documents to IDR Holders, at the
same time and to the extent that it discloses to security holders in its home country or
in other jurisdictions where its securities are listed:
(a) Soft copies of the annual report to all the IDR holders who have registered their
email address(es) for the purpose
(b)Hard copy of the annual report to those IDR holders who request for the same
either through domestic depository or Compliance Officer
(c) the pre and post arrangement capital structure and share holding pattern in case of
any corporate restructuring like mergers / amalgamations and other schemes
Equitable Treatment to IDR Holders.
74.
(1)If the listed entity's equity shares or other securities representingequity shares are
also listed on the stock exchange(s) in countries other than its home country, it shall
ensure that IDR Holders are treated in a manner equitable with security holders in
home country.
(2) The listed entity shall ensure that for all corporate actions, except those which are not
permitted by Indian laws, it shall treat IDR holders in a manner equitable with security
holders in the home country.
(3) In case of take-over or delisting or buy-back of its equity shares, the listed entity shall,
while following the laws applicable in its home country, give equitable treatment to IDR
holders vis--vis security holder in home country.
(4) The listed entity shall ensure protection of interests of IDR holders particularly with
respect to all corporate benefits permissible under Indian laws and the laws of its home
country and shall address all investor grievances adequately.
Advertisements in Newspapers.
75.
(1)The listed entity shall publish the following information in the newspaper :
(a) periodical financial results required to be disclosed;
(b) Notices given to its IDR Holders by advertisement;
(2)The information specified in sub-regulation (1) shall be issued in at one English national
daily newspaper circulating in the whole or substantially the whole of India and in one
Hindi national daily newspaper in India.
Terms of Indian Depository Receipts.
76.
(1) The listed entity shall pay the dividend as per the timeframe applicable in its home
country or other jurisdictions where its securities are listed, whichever is earlier, so as
to reach the IDR Holders on or before the date fixed for payment of dividend to holders
of its equity share or other securities.
(2)The listed entity shall not forfeit unclaimed dividends before the claim becomes barred by
law in the home country of the listed entity, as may be applicable, and that such forfeiture,
when effected, shall be annulled in appropriate cases.

51

(3) The Indian Depository Receipts shall have two-way fungibility in the manner specified by
the Board from time to time.
Structure of Indian Depository Receipts.
77.
(1) The listed entity shall ensure that the underlying shares of IDRs shall rank paripassu with the existing shares of the same class and the fact of having different classes
of shares based on different criteria, if any, shall be disclosed by the listed entity in the
annual report.
(2) The listed entity shall not exercise a lien on the fully paid underlying shares, against
which the IDRs are issued, and that in respect of partly paid underlying shares, against
which the IDRs are issued and shall also not exercise any lien except in respect of moneys
called or payable at a fixed time in respect of such underlying shares.
(3) The listed entity, subject to the requirements under the laws and regulations of its home
country, if any amount be paid up in advance of calls on any underlying shares against
which the IDRs are issued, shall stipulate that such amount may carry interest but shall not
in respect thereof confer a right to dividend or to participate in profits.
Record Date.
78.
(1) The listed entity, where it is required so to do in its home country or other
jurisdictions where its securities may be listed, shall fix the record date for the purpose
of payment of dividends or distribution of any other corporate benefits to IDR Holders.
(2) The listed entity shall give notice in advance ofatleast fourworkingdaysto the recognised
stock exchange(s) of record date specifying the purpose of the record date.
Voting.
79.
(1) The listed entity shall, either directly or through an agent, send out proxy forms to
IDR Holders in all cases mentioning that a security holder may vote either for or
against each resolution.
(2) Voting rights of the IDR Holders shall be exercised in accordance with the depository
agreement.
Delisting of Indian Depository Receipt.
80. (1) The listed entity shall, if it decides to delist Indian Depository Receipts, give fair
and reasonable treatment to IDR holders.
(2)The listed entity shall comply with such norms and conditions for delisting Indian
Depository Receipts as specified by the Board or stock exchange in this regard.
(3) The listed entity shall, in case underlying equity shares are delisted, shall delist and cancel
the Indian Depository Receipts.

52

CHAPTER VIII
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SECURITISED
DEBT INSTRUMENTS
Applicability.
81.
(1) The provisions of this chapter shall apply to Special Purpose Distinct Entity
issuing securitised debt instruments and trustees of Special Purpose Distinct Entity
shall ensure compliance with each of the provisions of these regulations.
(2) The expressions "asset pool", "clean up call option", "credit enhancement", "debt or
receivables", "investor", "liquidity provider", "obligor", "originator", "regulated activity",
"scheme", "securitization", "securitized debt instrument", "servicer", "special purpose distinct
entity", "sponsor" and "trustee" shall have the same meaning as assigned to them under
Securities and Exchange Board of India (Public Offer and Listing of Securitised Debt
Instruments) Regulations, 2008;
Intimation and filings with stock exchange(s).
82.
(1)The listed entity shall intimate the Stock exchange, of its intention to issue new
securitized debt instruments either through a public issue or on private placement basis
(if it proposes to list such privately placed debt securities on the Stock exchange) prior
to issuing such securities.
(2)The listed entity shall intimate to the stock exchange(s), at least two working days in
advance,excluding the date of the intimationand dateofthemeeting, regarding the meeting
of its board of trustees, at which the recommendation or declaration of issue of securitized
debt instruments or any other matter affecting the rights or interests of holders of
securitized debt instruments is proposed to be considered.
(3)The listed entity shall submit such statements, reports or information including financial
information pertaining to Schemes to stock exchangewithinseven days from the end of the
month/ actual payment date, either by itself or through the servicer, on a monthly basis in
the format as specified by the Board from time to time:
Provided that where periodicity of the receivables is not monthly, reporting shall be made
for the relevant periods.
(4)The listed entity shall provide the stock exchange, either by itself or through the servicer,
loan level information, without disclosing particulars of individual borrowers, in manner
specified by stock exchange.
Disclosure of information having bearing on performance/operation of listed entity
and/or price sensitive information.
83. (1) The listed entity shall promptly inform the stock exchange(s) of all information
having bearing on the on performance/operation of the listed entity and price sensitive
information.
(2)Without prejudice to the generality of sub-regulation(1), the listed entity shall make the
disclosures specified in Part D of Schedule III.

53

Explanation.- The expression promptly inform, shall imply that the stock exchange must be
informed must as soon as practically possible and without any delay and that the information
shall be given first to the stock exchange(s) before providing the same to any third party.
Credit Rating.
84.
(1) Every rating obtained by the listed entity with respect to securitised debt
instruments shall be periodically reviewed, preferably once a year, by a credit rating
agency registered by the Board.
(2) Any revision in rating(s) shall be disseminated by the stock exchange(s).
Information to Investors.
85. (1) The listed entity shall provide either by itself or through the servicer, loan level
information without disclosing particulars of individual borrower to its investors.
(2)The listed entity shall provide information regarding revision in rating as a result of credit
rating done periodically in terms of regulation 84 above to its investors.
(3)The information at sub-regulation (1) and (2) may be sent to investors in electronic
form/fax if so consented by the investors.
(4)The listed entity shall display the email address of the grievance redressal division and
other relevant details prominently on its website and in the various materials / pamphlets/
advertisement campaigns initiated by it for creating investor awareness.
Terms of Securitized Debt Instruments.
86. (1) The listed entity shall ensure that no material modification shall be made to the
structure of the securitized debt instruments in terms of coupon, conversion,
redemption, or otherwise without prior approval of the recognised stock exchange(s)
where the securitized debt instruments are listed and the listed entity shall make an
application to the recognised stock exchange(s) only after the approval by Trustees.
(2) The listed entity shall ensure timely interest/ redemption payment.
(3)The listed entity shall ensure that where credit enhancement has been provided for, it shall
make credit enhancement available for listed securitized debt instruments at all times.
(4)The listed entity shall not forfeit unclaimed interest and principal and such unclaimed
interest and principal shall be, after a period of seven years, transferred to the Investor
Protection and Education Fund established under the Securities and Exchange Board of
India (Investor Protection and Education Fund)Regulations, 2009.
(5)Unless the terms of issue provide otherwise, the listed entity shall not select any of its
listed securitized debt instruments for redemption otherwise than on pro rata basis or by lot
and shall promptly submit to the recognised stock exchange(s) the details thereof.
(6)The listed entity shall remain listed till the maturity or redemption of securitised debt
instruments or till the same are delisted as per the procedure laid down by the Board
Provided that the provisions of this sub-regulation shall not restrict the right of the
recognised stock exchange(s) to delist, suspend or remove the securities at any time and
54

for any reason which the recognised stock exchange(s) considers proper in accordance
with the applicable legal provisions.
Record Date.
87. (1) The listed entity shall fix a record date for payment of interest and payment of
redemption or repayment amount or for such other purposes as specified by the
recognised stock exchange(s).
(2) The listed entity shall give notice in advance of atleastsevenworkingdays (excluding the
date of intimation and the record date)to the recognised stock exchange(s) of the
record date or of as many days as the Stock Exchange may agree to or require specifying
the purpose of the record date.

55

CHAPTER IX
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS MUTUAL FUND
UNITS
Applicability.
88. (1)The provisions of this chapter shall apply to the asset management company
managing the mutual fund scheme whose units are listed on the recognised stock
exchange(s).
(2) Notwithstanding anything contained in this chapter, the provisions of the Securities and
Exchange Board of India (Mutual Funds) Regulations, 1996 and directions issued
thereunder shall apply on the listed entity and to the schemes whose units are listed on the
recognised stock exchange(s).
Definitions.
89. The expressions "Asset Management Company", "Net Asset Value" , "Scheme" ,
"Unit" and "Unit Holder" shall have the same meaning as assigned to them under
Securities and Exchange Board of India (Mutual Funds) Regulations, 1996;

Submission of Documents.
90.
(1) The listed entity shall intimate to the recognised stock exchange(s) the information
relating to daily Net Asset Value, monthly portfolio, half yearly portfolio of those
schemes whose units are listed on the recognised stock exchange(s) in the format as
specified under Securities and Exchange Board of India (Mutual Funds) Regulations,
1996 and directions issued there under.
(2) The listed entity shall intimate to the recognised stock exchange(s) in the manner
specified by the recognised stock exchange(s) of:
(a) movement in unit capital of those schemes whose units are listed on the recognised
stock exchange(s);
(b)rating of the scheme whose units are listed on the recognised stock exchange(s) and
any changes in the rating thereof (wherever applicable);
(c) imposition of penalties and material litigations against the listed entity and Mutual
Fund;
(d)anyprohibitory orders restraining the listed entity from transferring units registered
in the name of the unit holders.
Dissemination on the website of stock exchange(s).
91.
The listed entity shall submit such information and documents, which are required to
be disseminated on the listed entitys website in terms of Securities and Exchange
Board of India (Mutual Funds) Regulations, 1996 and directions issued there under, to
the recognised stockexchange for dissemination.

56

CHAPTER X
DUTIES AND OBLIGATIONS OF THE RECOGNISED STOCK EXCHANGE(S)
Dissemination.
92. (1) Upon receipt of relevant intimations, information, filings, reports, statements,
documents or any other submissions in terms of these regulations, from the listed entity
the recognised stock exchange(s) shall immediately disseminate the same on its
website.
(2)The disseminations by the recognised stock exchange(s) as mentioned in sub-regulation
(1) shall be made in organised, user friendly and easily referable manner including by
providing hyperlinks for easy accessibility.
Transferability.
93.
The recognised stock exchange(s) shall coordinate with Depositories to ensure
compliance with the applicable laws or directions of the Board or any competent court
with regard to freezing / unfreezing, lock-in/ release of lock-in with respect to
securities issued or managed by the listed entity.
Draft Scheme of Arrangement & Scheme of Arrangement.
94.
(1) The designated stock exchange, upon receipt of draft schemes of arrangement and
the documents prescribed by the Board, as per sub-regulation (1) of regulation 37,
shall forward the same to the Board, in the manner prescribed by the Board.
(2) The stock exchange(s) shall submit to the Board its Objection Letter or NoObjection Letter on the draft scheme of arrangement after inter-alia ascertaining
whether the draft scheme of arrangement is in compliance with securities laws
within thirty days of receipt of draft scheme of arrangement or within seven days
of date of receipt of satisfactory reply on clarifications from the listed entity and/or
opinion from independent chartered accountant, if any, sought by stock
exchange(s), as applicable.
(3)The stock exchange(s), shall issue Observation Letter or No-objection letter to the
listed entity within seven days of receipt of comments from the Board, after
suitably incorporating such comments in the Observation Letter or No-objection
letter:
Provided that the validity of the Observation Letter or No-objection letter of stock
exchanges shall be six months from the date of issuance.
(4)The stock exchange(s) shall bring the observations or objections,as the case may
be, to the notice of Court or Tribunal at the time of approval of the scheme of
arrangement.
(5)Upon sanction of the Scheme by the Court or Tribunal, the designated stock
exchange shall forward its recommendations to the Board on the documents
submitted by the listed entity in terms of sub-regulation (5) of regulation 37.

57

[Statement on Impact of Audit Qualifications accompanying Annual Audit Report.

95.

The recognised stock exchange(s) shall review the Statement on Impact of Audit
Qualifications and the accompanying annual audit report submitted in terms of clause
(d) of sub-regulation (3) of regulation 33 and clause (a) of sub-regulation (3) of
regulation 52.]26

Grievance Redressal.
96. The recognised stock exchange(s) shall redress/facilitate redressal of complaints of
holders of listed securities from time to time.
Monitoring of Compliance/Non Compliance & Adequacy/ Accuracy of the disclosures
97.
(1) The recognised stock exchange(s) shall monitor complianceby the listed entity
with provisions of these regulations.
(2)The recognised stock exchange(s) shall also monitor adequacy/ accuracy of the disclosures
made by listed entity with respect to provisions of these regulations.
(3)The recognised stock exchange(s) shall submit a report to the Board, with respect to the
obligations specified in sub-regulations (1) and (2), in the manner specified by the Board.
(4)The recognised stock exchange(s) shall put in place appropriate framework including
adequate manpower and such infrastructure as may be required to comply with the
provisions of this regulation.

26

Substituted for Form B accompanying Annual Audit Report.

95. The recognised stock exchange(s) shall review the Form B and the accompanying annual audit report,
submitted in terms of clause (d) of sub-regulation (3) of regulation 33 and clause (a) of sub-regulation (3) of
regulation 52, in the manner specified in Schedule VIII. by the SEBI (Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2015, w.e.f. 01-04-2016

58

CHAPTER XI
PROCEDURE FOR ACTION IN CASE OF DEFAULT
Liability for contravention of the Act, rules or the regulations.
98. (1)The listed entity or any other person thereof who contravenes any of the provisions
of these regulations, shall, in addition to liability for action in terms of the securities
laws, be liable for the following actions by the respective stock exchange(s), in the
manner specified in circulars or guidelines issued by the Board:
(a) imposition of fines;
(b)suspension of trading;
(c) freezing of promoter/promoter group holding of designated securities, as may be
applicable, in coordination with depositories.
(d)any other action as may be specified by the Board from time to time
(2) The manner of revocation of actions specified in clauses (b) and (c) of sub-regulation (1),
shall be as specified in circulars or guidelines issued by the Board.
Failure to pay fine.
99.
If listed entity fails to pay any fine imposed on it within such period as specified from
time to time, by the recognised stock exchange(s), after a notice in writing has been
served on it, the stock exchange may initiate action.

59

CHAPTER XII
MISCELLANEOUS

Amendments to other regulations.

100. The regulations specified in the Schedule IX to these regulations shall be amended in
the manner and to the extent stated therein.
Power to remove difficulties.
101. (1) In order to remove any difficulties in the application or interpretation of these
regulations, the Board may issue clarifications through guidance notes or circulars after
recording reasons in writing.
(2)In particular, and without prejudice to the generality of the foregoing power, such guidance
notes or circulars may provide for all or any of the following matters, namely:
(a) procedural aspects including intimation to be given, documents to be submitted;
(b)disclosure requirements;
(c) listing conditions.
Power to relax strict enforcement of the regulations.
102. The Board may in the interest of investors and securities market and for the
development of the securities market, relax the strict enforcement of any requirement
of these regulations, if the Board is satisfied that:
(a) any provision of Act(s), Rule(s), regulation(s) under which the listed entity is
established or is governed by, is required to be given precedence to; or
(b) the requirement may cause undue hardship to investors; or
(c) the disclosure requirement is not relevant for a particular industry or class of listed
entities; or
(d) the requirement is technical in nature; or
(e) thenon-compliance is caused due to factors affecting a class of entities but being
beyond the control of the entities.
Repeal and Savings
103. (1) On and from the commencement of these regulations, all circulars stipulating or
modifying the provisions of the listing agreements including those specified in
Schedule X,shall stand rescinded.
(2) Notwithstanding such rescission, anything done or any action taken or purported to have
been done or taken including any enquiry or investigation commenced or show cause
notice issued in respect of the circulars specified in sub-regulation (1) or the Listing
Agreements,entered into between stock exchange(s) and listed entity, in force prior to the
commencement of these regulations, shall be deemed to have been done or taken under the
corresponding provisions of these regulations.

60

SCHEDULE I TERMS OF SECURITIES

[See Regulation 12]
The listed entity shall use thefacility of electronic clearing services or real time gross
settlement or national electronic funds transfer as follows:(1) the listed entity either directly or through their Registrar to an Issue and/or Share
Transfer Agent, shall use electronic clearing services (local, regional or national), direct
credit, real time gross settlement, national electronic funds transfer etc for making
payment of dividend/interest on securities issued/redemption or repayment amount.
(2) the listed entity or Share Transfer Agent shall maintain bank details of their investors as
follows (a) for investors holding securities in dematerialized mode, by seeking the same from
the depositories.
(b) for investors holding securities in physical mode, by updating bank details of the
investors at their end.
(3) In cases where either the bank details such as Magnetic Ink Character Recognition,
Indian Financial System Code, etc. that are required for making electronic payment are
not available or the electronic payment instructions have failed or have been rejected by
the bank, listed entity or share transfer agent shall issue payable-at-par warrants/
cheques for making payments:
Provided that the listed entity shall mandatorily print the bank account details of the
investors on such payment instruments and in cases where the bank details of investors
are not available, the listed entity shall mandatorily print the address of the investor on
such payment instructions.

61

SCHEDULE II: CORPORATE GOVERNANCE

PART A: MINIMUM INFORMATION TO BE PLACED BEFORE BOARD OF
DIRECTORS
[See Regulation 17(7)]
A.

Annual operating plans and budgets and any updates.

B.

Capital budgets and any updates.

C.

Quarterly results for the listed entity and its operating divisions or business segments.

D.

Minutes of meetings of audit committee and other committees of the board of directors.

E.

The information on recruitment and remuneration of senior officers just below the level
of board of directors, including appointment or removal of Chief Financial Officer and
the Company Secretary.

F.

Show cause, demand, prosecution notices and penalty notices, which are materially
important.

G.

Fatal or serious accidents, dangerous occurrences, any material effluent or pollution

problems.

H.

Any material default in financial obligations to and by the listed entity, or substantial
non-payment for goods sold by the listed entity.

I.

Any issue, which involves possible public or product liability claims of substantial
nature, including any judgement or order which, may have passed strictures on the
conduct of the listed entity or taken an adverse view regarding another enterprise that
may have negative implications on the listed entity.

J.

Details of any joint venture or collaboration agreement.

K.

Transactions that involve substantial payment towards goodwill, brand equity, or

intellectual property.

L.

Significant labour problems and their proposed solutions. Any significant development
in Human Resources/ Industrial Relations front like signing of wage agreement,
implementation of Voluntary Retirement Scheme etc.

M.

Sale of investments, subsidiaries, assets which are material in nature and not in normal
course of business.

N.

Quarterly details of foreign exchange exposures and the steps taken by management to
limit the risks of adverse exchange rate movement, if material.

O.

Non-compliance of any regulatory, statutory or listing requirements and shareholders

service such as non-payment of dividend, delay in share transfer etc.

62

PART B: COMPLIANCE CERTIFICATE

[See Regulation 17(8)]
The following compliance certificate shall be furnished by chief executive officer and chief
financial officer:
A. They have reviewed financial statements and the cash flow statement for the year
and that to the best of their knowledge and belief:
(1) these statements do not contain any materially untrue statement or omit any
material fact or contain statements that might be misleading;
(2) these statements together present a true and fair view of the listed entitys affairs
and are in compliance with existing accounting standards, applicable laws and
regulations.
B. There are, to the best of their knowledge and belief, no transactions entered into by
the listed entity during the year which are fraudulent, illegal or violative of the listed
entitys code of conduct.
C. They accept responsibility for establishing and maintaining internal controls for
financial reporting and that they have evaluated the effectiveness of internal control
systems of the listed entity pertaining to financial reporting and they have disclosed
to the auditors and the audit committee, deficiencies in the design or operation of
such internal controls, if any, of which they are aware and the steps they have taken
or propose to take to rectify these deficiencies.
D. They have indicated to the auditors and the Audit committee
(1) significant changes in internal control over financial reporting during the year;
(2) significant changes in accounting policies during the year and that the same have
been disclosed in the notes to the financial statements; and
(3) instances of significant fraud of which they have become aware and the
involvement therein, if any, of the management or an employee having a
significant role in the listed entitys internal control system over financial
reporting.
PART C: ROLE OF THE AUDIT COMMITTEE AND REVIEW OF INFORMATION
BY AUDIT COMMITTEE
[See Regulation 18(3)]
A. The role of the audit committee shall include the following:
(1) oversight of the listed entitys financial reporting process and the disclosure of
its financial information to ensure that the financial statement is correct,
sufficient and credible;
(2) recommendation for appointment, remuneration and terms of appointment of
auditors of the listed entity;
(3) approval of payment to statutory auditors for any other services rendered by the
statutory auditors;
(4) reviewing, with the management, the annual financial statements and auditor's
report thereon before submission to the board for approval, with particular
reference to:
(a) matters required to be included in the directors responsibility statement to
63

be included in the boards report in terms of clause (c) of sub-section (3) of

Section 134 of the Companies Act, 2013;
(b) changes, if any, in accounting policies and practices and reasons for the
same;
(c) major accounting entries involving estimates based on the exercise of
judgment by management;
(d) significant adjustments made in the financial statements arising out of audit
findings;
(e) compliance with listing and other legal requirements relating to financial
statements;
(f) disclosure of any related party transactions;
(g) modified opinion(s) in the draft audit report;
(5) reviewing, with the management, the quarterly financial statements before
submission to the board for approval;
(6) reviewing, with the management, the statement of uses / application of funds
raised through an issue (public issue, rights issue, preferential issue, etc.), the
statement of funds utilized for purposes other than those stated in the offer
document / prospectus / notice and the report submitted by the monitoring
agency monitoring the utilisation of proceeds of a public or rights issue, and
making appropriate recommendations to the board to take up steps in this matter;
(7) reviewing and monitoring the auditors independence and performance, and
effectiveness of audit process;
(8) approval or any subsequent modification of transactions of the listed entity with
related parties;
(9) scrutiny of inter-corporate loans and investments;
(10) valuation of undertakings or assets of the listed entity, wherever it is necessary;
(11) evaluation of internal financial controls and risk management systems;
(12) reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
(13) reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the official heading the
department, reporting structure coverage and frequency of internal audit;
(14) discussion with internal auditors of any significant findings and follow up there
on;
(15) reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal
control systems of a material nature and reporting the matter to the board;
(16) discussion with statutory auditors before the audit commences, about the nature
and scope of audit as well as post-audit discussion to ascertain any area of
concern;
(17) to look into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends)
and creditors;
(18) to review the functioning of the whistle blower mechanism;
(19) approval of appointment of chief financial officer after assessing the
qualifications, experience and background, etc. of the candidate;
(20) Carrying out any other function as is mentioned in the terms of reference of the
audit committee.

64

B. The audit committee shall mandatorily review the following information:

(1) management discussion and analysis of financial condition and results of
operations;
(2) statement of significant related party transactions (as defined by the audit
committee), submitted by management;
(3) management letters / letters of internal control weaknesses issued by the
statutory auditors;
(4) internal audit reports relating to internal control weaknesses; and
(5) the appointment, removal and terms of remuneration of the chief internal auditor
shall be subject to review by the audit committee.
(6) statement of deviations:
(a) quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
(b) annual statement of funds utilized for purposes other than those stated in the
offer document/prospectus/notice in terms of Regulation 32(7).
PART D: ROLE OF COMMITTEES (OTHER THAN AUDIT COMMITTEE)
[See Regulation 19(4) and 20(4)]
A. ROLE OF NOMINATION AND REMUNERATION COMMITTEE :Role of
committee shall, inter-alia, include the following:
(1) formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors a policy
relating to, the remuneration of the directors, key managerial personnel and other
employees;
(2) formulation of criteria for evaluation of performance of independent directors and
the board of directors;
(3) devising a policy on diversity of board of directors;
(4) identifying persons who are qualified to become directors and who may be
appointed in senior management in accordance with the criteria laid down, and
recommend to the board of directors their appointment and removal.
(5) whether to extend or continue the term of appointment of the independent director,
on the basis of the report of performance evaluation of independent directors.
B. Stakeholders Relationship Committee
The Committee shall consider and resolve the grievances of the security holders of the
listed entity including complaints related to transfer of shares, non-receipt of annual
report and non-receipt of declared dividends.

PART E: DISCRETIONARY REQUIREMENTS

[See Regulation 27(1)]
A. The Board
A non-executive chairperson may be entitled to maintain a chairperson's office at the
listed entity's expense and also allowed reimbursement of expenses incurred in
performance of his duties.

65

B. Shareholder Rights
A half-yearly declaration of financial performance including summary of the
significant events in last six-months, may be sent to each household of shareholders.
C. Modified opinion(s) in audit report
The listed entity may move towards a regime of financial statements with unmodified
audit opinion.
D. Separate posts of chairperson and chief executive officer
The listed entity may appoint separate persons to the post of chairperson and
managing director or chief executive officer.
E. Reporting of internal auditor
The internal auditor may report directly to the audit committee.

66

SCHEDULE III
PART A: DISCLOSURES OF EVENTS OR INFORMATION: SPECIFIED
SECURITIES
[See Regulation 30]
The following shall be events/information, upon occurrence of which listed entity
shall make disclosure to stock exchange(s):

A. Events which shall be disclosed without any application of the guidelines for
materiality as specified in sub-regulation (4) of regulation (30):
1. Acquisition(s) (including agreement to acquire), Scheme of Arrangement
(amalgamation/ merger/ demerger/restructuring), or sale or disposal of any unit(s),
division(s) or subsidiary of the listed entity or any other restructuring.
Explanation.- For the purpose of this sub-para, the word 'acquisition' shall mean,(i) acquiring control, whether directly or indirectly; or,
(ii)acquiring or agreeing to acquire shares or voting rights in, a company, whether
directly or indirectly, such that (a) the listed entity holds shares or voting rights aggregating to five per
cent or more of the shares or voting rights in the said company, or;
(b)there has been a change in holding from the last disclosure made under
sub-clause (a) of clause (ii) of the Explanation to this sub-para and such
change exceeds two per cent of the total shareholding or voting rights
in the said company.
2. Issuance or forfeiture of securities, split or consolidation of shares, buyback of
securities, any restriction on transferability of securities or alteration in terms or
structure of existing securities including forfeiture, reissue of forfeited securities,
alteration of calls, redemption of securities etc.
3. Revision in Rating(s).
4. Outcome of Meetings of the board of directors: The listed entity shall disclose to
the Exchange(s), within 30 minutes of the closure of the meeting, held to consider
the following:
a) dividends and/or cash bonuses recommended or declared or the decision to
pass any dividend and the date on which dividend shall be paid/dispatched;
b) any cancellation of dividend with reasons thereof;
c) the decision on buyback of securities;
d) the decision with respect to fund raising proposed to be undertaken
e) increase in capital by issue of bonus shares through capitalization including
the date on which such bonus shares shall be credited/dispatched;
f) reissue of forfeited shares or securities, or the issue of shares or securities held
in reserve for future issue or the creation in any form or manner of new shares
or securities or any other rights, privileges or benefits to subscribe to;
g) short particulars of any other alterations of capital, including calls;
h) financial results;
i) decision on voluntary delisting by the listed entity from stock exchange(s).

67

5. Agreements (viz. shareholder agreement(s), joint venture agreement(s), family

settlement agreement(s) (to the extent that it impacts management and control of
the listed entity), agreement(s)/treaty(ies)/contract(s) with media companies)
which are binding and not in normal course of business, revision(s) or
amendment(s) and termination(s) thereof.
6. Fraud/defaults by promoter or key managerial personnel or by listed entity or
arrest of key managerial personnel or promoter.
7. Change in directors, key managerial personnel (Managing Director, Chief
Executive Officer, Chief Financial Officer , Company Secretary etc.), Auditor and
Compliance Officer.
8. Appointment or discontinuation of share transfer agent.
9. Corporate debt restructuring.
10. One time settlement with a bank.
11. Reference to BIFR and winding-up petition filed by any party / creditors.
12. Issuance of Notices, call letters, resolutions and circulars sent to shareholders,
debenture holders or creditors or any class of them or advertised in the media by
the listed entity.
13. Proceedings of Annual and extraordinary general meetings of the listed entity.
14. Amendments to memorandum and articles of association of listed entity, in brief.
15. Schedule of Analyst or institutional investor meet and presentations on financial
results made by the listed entity to analysts or institutional investors;
B. Eventswhich shall be disclosed upon application of the guidelines for
materiality referred sub-regulation (4) of regulation (30):
1. Commencement or any postponement in the date of commencement of
commercial production or commercial operations of any unit/division.
2. Change in the general character or nature of business brought about by
arrangements for strategic, technical, manufacturing, or marketing tie-up, adoption
of new lines of business or closure of operations of any unit/division (entirety or
piecemeal).
3. Capacity addition or product launch.
4. Awarding, bagging/ receiving, amendment or termination of awarded/bagged
orders/contracts not in the normal course of business.
5. Agreements (viz. loan agreement(s) (as a borrower) or any other agreement(s)
which are binding and not in normal course of business) and revision(s) or
amendment(s) or termination(s) thereof.
6. Disruption of operations of any one or more units or division of the listed entity
due to natural calamity (earthquake, flood, fire etc.), force majeure or events such
as strikes, lockouts etc.
7. Effect(s) arising out of change in the regulatory framework applicable to the listed
entity
8. Litigation(s) / dispute(s) / regulatory action(s) with impact.
9. Fraud/defaults etc. by directors (other than key managerial personnel) or
employees of listed entity.
10. Options to purchase securities including any ESOP/ESPS Scheme.
11. Giving of guarantees or indemnity or becoming a surety for any third party.
12. Granting, withdrawal , surrender , cancellation or suspension of key licenses or
regulatory approvals.

68

C. Any other information/event viz. major development that is likely to affect

business, e.g. emergence of new technologies, expiry of patents, any change of
accounting policy that may have a significant impact on the accounts, etc. and
brief details thereof and any other information which is exclusively known to the
listed entity which may be necessary to enable the holders of securities of the
listed entity to appraise its position and to avoid the establishment of a false
market in such securities.
D. Without prejudice to the generality of para (A), (B) and (C) above, the listed entity
may make disclosures of event/information as specified by the Board from time to
time.

PART B: DISCLOSURE OF INFORMATION HAVING BEARING ON

PERFORMANCE/OPERATION OF LISTED ENTITY AND/OR PRICE SENSITIVE
INFORMATION:
NON-CONVERTIBLE
DEBT
SECURITIES
&
NONCONVERTIBLE REDEEMABLE PREFERENCE SHARES
[See Regulation 51(2)]
A. The listed entity shall promptly inform to the stock exchange(s) of all information
which shall have bearing on performance/operation of the listed entity or is price
sensitive or shall affect payment of interest or dividend of non-convertible preference
shares or redemption of non convertible debt securities or redeemable preference
shares including :
(1) expected default in timely payment of interests/preference dividend or
redemption or repayment amount or both in respect of the non-convertible debt
securities and non-convertible redeemable preference sharesand also default in
creation of security for debentures as soon as the same becomes apparent;
(2) any attachment or prohibitory orders restraining the listed entity from transferring
non-convertible debt securities or non-convertible redeemable preference shares
from the account of the registered holders along-with the particulars of the
numbers of securities so affected , the names of the registered holders and their
demat account details;
(3) any action which shall result in the redemption, conversion, cancellation,
retirement in whole or in part of any non-convertible debt securities or reduction,
redemption, cancellation, retirement in whole or in part of any non-convertible
redeemable preference shares;
(4) any action that shall affect adversely payment of interest on non-convertible debt
securities or payment of dividend on non-convertible redeemable preference
shares including default by issuer to pay interest on non-convertible debt
securities or redemption amount and failure to create a charge on the assets;
(5) any change in the form or nature of any of its non-convertible debt securities or
non-convertible redeemable preference shares that are listed on the stock
exchange(s) or in the rights or privileges of the holders thereof and make an
69

application for listing of the securities as changed, if the stock exchange(s) so

require;
(6) any changes in the general character or nature of business / activities, disruption
of operation due to natural calamity, and commencement of commercial
production / commercial operations;
(7) any events such as strikes and lock outs. which have a bearing on the interest
payment/ dividend payment / principal repayment capacity;
(8) details of any letter or comments made by debenture trustees regarding
payment/non-payment of interest on due dates, payment/non-payment of
principal on the due dates or any other matter concerning the security, listed
entity and /or the assets along with its comments thereon, if any;
(9) delay/ default in payment of interest or dividend / principal amount /redemption
for a period of more than three months from the due date;
(10) failure to create charge on the assets within the stipulated time period;
(11) any instance(s) of default/delay in timely repayment of interests or principal
obligations or both in respect of the debt securities including, any proposal for rescheduling or postponement of the repayment programmes of the dues/debts of
the listed entity with any investor(s)/lender(s).
Explanation.- For the purpose of this sub-para, default shall mean Non-payment
of interest or principal amount in full on the pre-agreed date and shall be
recognized at the first instance of delay in servicing of any interest or principal on
debt.
(12) any major change in composition of its board of directors, which may amount to
change in control as defined in Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(13) any revision in the rating;
(14) the following approvals by board of directors in their meeting:(a) the decision to pass any interest payment;
(b) short particulars of any increase of capital whether by issue of bonus
securities through capitalization, or by way of right securities to be
offered to the debenture holders, or in any other way;
(15) all the information, report, notices, call letters, circulars, proceedings, etc
concerning non-convertible redeemable preference shares or non convertible debt
securities;
(16) any other change that shall affect the rights and obligations of the holders of nonconvertible debt securities / non-convertible redeemable preference shares, any
other information not in the public domain necessary to enable the holders of the
70

listed securities to clarify its position and to avoid the creation of a false market
in such listed securities or any other information having bearing on the
operation/performance of the listed entity as well as price sensitive information.

PART C: DISCLOSURES OF MATERIAL EVENTS OR INFORMATION: INDIAN

DEPOSITORY RECEIPTS
[See Regulation 68(2)]
A. The listed entity shall promptly inform to the stock exchange(s) of all events which are
material and/or all information which are price sensitive or have bearing on
performance/operation of the listed entity at the same time and to the extent it intimates
to the listing authority or any other authority in its home country or other jurisdictions
where its securities may be listed or other stock exchange(s) in its home country or
other jurisdictions where its securities may be listed including:
(1) any action or investigations initiated by any regulatory or statutory authority and
the purpose for which it was initiated.
(2) any attachment or prohibitory orders restraining the listed entity from transferring
securities out of the names of the registered holders and particulars of the registered
holders thereof.
(3) the meeting of the board of directors which has been held to consider or decide on
the following :
(a) all dividends and/or cash bonuses recommended or declared or the
decision to pass any dividend or cash bonus;
(b) the total turnover, gross profit/loss, provision for depreciation, tax
provisions and net profits for the year (with comparison with the previous
year) and the amounts appropriated from reserves, capital profits,
accumulated profits of past years or other special source to provide wholly
or partly for any dividend, even if this calls for qualification that such
information is provisional or subject to audit;
(c) the recommendation or declaration of dividend or rights issue or issue of
convertible debentures or of debentures carrying a right to subscribe to
equity shares or the passing over of the dividend
(d) any decision on buy back of equity shares of the listed entity,;
(4) Change in
(a) board of directors of listed entity by death, resignation, removal or
otherwise;
(b) managing director;
(c) auditors appointed to audit the books and accounts;
(d) the compliance officer;
(e) the registrar to an issue and/or share transfer agent, domestic depository or
the overseas custodian bank;
(5) any change in the rights attaching to any class of equity shares into which the
Indian Depository Receipts are exchangeable;

71

(6) short particulars of any increase of capital whether by issue of bonus shares through
capitalization, or by rights issue of equity shares, or in any other manner;
(7) short particulars of the reissues of forfeited shares or securities, or the issue of
shares or securities held in reserve for future issue or the creation in any form or
manner of new shares or securities or any other rights, privileges or benefits to
subscribe thereto;
(8) short particulars of any other alterations of capital, including calls;
(9) in the event of the listed entity granting any options to purchase any Indian
Depository Receipts the following particulars::
(a) the number of Indian Depository Receipts covered by such options, terms
thereof and the time within which they may be exercised;
(b) any subsequent changes or cancellation or exercise of such options;
(10) Notices, resolutions, circulars, call letters or any other circulars etc. issued or
advertised anywhere with respect to:
(a) proceedings at all annual and extraordinary general meetings of the listed
entity, including notices of meetings and proceedings of meeting;
(b) amendments to its constitutional documents as soon as they have been
approved by the listed entity in general meeting;
(c) compliance with requirements in home country or in other jurisdictions
where such securities are listed;
(d) any merger, amalgamation, re-construction, reduction of capital, scheme
or arrangement involving the listed entity including meetings of equity
shareholders, IDR Holders or any class of them and proceedings at all such
meetings;
(11) any other information necessary to enable the IDR Holders to appraise the
listed entitys position and to avoid the establishment of a false market in
IDRs;
B. The listed entity shall, apart from complying with all specific requirements as above,
intimate the stock exchange(s) immediately of events such as strikes, lock outs, closure
on account of power cuts, etc. and other material events or price sensitive information
or events which shall have a material bearing on the performance / operations of the
listed entity both at the time of occurrence of the event and subsequently after the
cessation of the event at the same time and as to the extent that it discloses to holders
of securities in its home country or in other jurisdictions where such securities are
listed;
C. In addition to above, the listed entity shall disclose to the stock exchange(s), any
information which is disclosed to any other overseas stock exchange(s) or made public
in any other overseas securities market, on which its securities may be listed or quoted,
simultaneously with such disclosure or publication, or as soon thereafter as may be
reasonably practicable;
D. The listed entity shall submit to the stock exchange(s) on request any other information
concerning the listed entity as the stock exchange(s) may reasonably require;

72

PART D: DISCLOSURE OF INFORMATION HAVING BEARING ON

PERFORMANCE/ OPERATION OF LISTED ENTITY AND/OR PRICE SENSITIVE
INFORMATION: SECURITISED DEBT INSTRUMENT
[See Regulation 83(2)]
A. The listed entity shall promptly inform the stock exchange(s) of all information
having bearing on the performance/operation of the listed entity and price sensitive
information including:
(1) any attachment or prohibitory orders restraining the listed entity from transferring
securitized debt instruments from the account of the registered holders and
particulars of the numbers of securitized debt instruments so affected and the
names of the registered holders and their demat account details;
(2) any action that shall result in the redemption, conversion, cancellation, retirement
in whole or in part of any securitized debt instruments;
(3) any action that shall affect adversely payment of interest on securitized debt
instruments;
(4) any change in the form or nature of any of its securitized debt instruments that are
listed on the stock exchange(s) or in the rights or privileges of the holders thereof
and to make an application for listing of the said securities as changed, if the
stock exchange(s) so requires;
(5) expected default in timely payment of interest or redemption or repayment
amount or both in respect of the securitized debt instruments listed on the
recognised stock exchange(s) as soon as the same becomes apparent;
(6) changes in the General Character or nature of business / activities, disruption of
operation due to natural calamity etc;
(7) revision in rating as a result of credit rating done periodically;
(8) delay/ default in payment of interest/principal amount to the investors for a
period of more than three months from the due date; and
(9) any other change that shall affect the rights and obligations of the holders of
securitized debt instruments,any other information not in the public domain
necessary to enable the holders of the listed securitized debt instruments to
clarify its position and to avoid the creation of a false market in such listed
securities or any other information having bearing on the
operation/performance of the listed entity as well as price sensitive
information.

73

SCHEDULE IV
PART A: DISCLOSURES IN FINANCIAL RESULTS
[See Regulation 33(1)(e)]
The listed entity shall disclose the following while preparing the financial results:A. Changes in accounting policies, if any, shall be disclosed in accordance with
Accounting Standard 5 or Indian Accounting Standard 8, as applicable, specified in
Section 133 of the Companies Act, 2013 read with relevant rules framed thereunder or
by the Institute of Chartered Accountants of India, whichever is applicable.
B. If the auditor has expressed any modified opinion(s) [***]27in respect of audited financial
results submitted or published under this para, the listed entity shall disclose such
modified opinion(s) [***] 28 and cumulative impact of the same on profit or loss, net
worth, total assets, turnover/total income, earning per share [, total expenditure, total
liabilities] 29 or any other financial item(s) which may be impacted due to modified
opinion(s) [***]30, while publishing or submitting such results.
[BA. If the auditor has expressed any modified opinion(s), the management of the listed
entity has the option to explain its views on the audit qualifications and the same shall be
included in the Statement on Impact of Audit Qualifications (for audit report with
modified opinion).
BB. With respect to audit qualifications where the impact of the qualification is not
quantifiable:
i.The management shall make an estimate and the auditor shall review the same
and report accordingly; or
ii.If the management is unable to make an estimate, it shall provide the reasons
and the auditor shall review the same and report accordingly.
The above shall be included in the statement on impact of audit qualifications (for
audit report with modified opinion).]31
C. If the auditor has expressed any modified opinion(s) or other reservation(s) in his audit
report or limited review report in respect of the financial results of any previous
financial year or quarter which has an impact on the profit or loss of the reportable
period, the listed entity shall include as a note to the financial results
(i) how the modified opinion(s) or other reservation(s) has been resolved; or
(ii) if the same has not been resolved, the reason thereof and the steps which
the listed entity intends to take in the matter.
27

The words or other reservation(s) omitted by SEBI (Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2016, w.e.f. 01.04.2016
28
The words or other reservation(s) omitted by SEBI (Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2016, w.e.f. 01.04.2016
29
Inserted by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016, w.e.f.
01.04.2016
30
The words or other reservation(s) omitted by SEBI (Listing Obligations and Disclosure Requirements)
(Amendment) Regulations, 2016, w.e.f. 01.04.2016
31
Inserted by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016, w.e.f.
01.04.2016

74

D. If the listed entity has changed its name suggesting any new line of business, it shall
disclose the net sales or income, expenditure and net profit or loss after tax figures
pertaining to the said new line of business separately in the financial results and shall
continue to make such disclosures for the three years succeeding the date of change in
name:
Provided that the tax expense shall be allocated between the said new line of business
and other business of the listed entity in the ratio of the respective figures of net profit
before tax, subject to any exemption, deduction or concession available under the tax
laws.
E. If the listed entity had not commenced commercial production or commercial
operations during the reportable period, the listed entity shall, instead of submitting
financial results, disclose the following details:
(i) details of amount raised i.e. proceeds of any issue of shares or debentures
made by the listed entity;
(ii) the portions thereof which is utilized and that remaining unutilized;
(iii) the details of investment made pending utilisation ;
(iv) brief description of the project which is pending completion;
(v) status of the project and
(vi) expected date of commencement of commercial production or commercial
operations:
Provided that the details mentioned above shall be approved by the board of directors
based on certification by the chief executive officer and chief financial officer.
F. All items of income and expenditure arising out of transactions of exceptional nature
shall be disclosed.
G. Extraordinary items, if applicable, shall be disclosed in accordance with Accounting
Standard 5 (AS 5 Net Profit or Loss for the Period, Prior Period Items and Changes
in Accounting Policies) or Companies (Accounting Standards) Rules, 2006, whichever
is applicable.
H. The listed entity, whose revenues are subject to material seasonal variations, shall
disclose the seasonal nature of their activities and the listed entity may supplement
their financial results with information for the twelve month period ending on the last
day of the quarter for the current and preceding years on a rolling basis.
I. The listed entity shall disclose any event or transaction which occurred during or
before the quarter that is material to an understanding of the results for the quarter
including but not limited to completion of expansion and diversification programmes,
strikes and lock-outs, change in management, change in capital structure and the listed
entity shall also disclose similar material events or transactions that take place
subsequent to the end of the quarter.
J. The listed entity shall disclose the following in respect of dividends paid or
recommended for the year, including interim dividends :

75

(i) amount of dividend distributed or proposed for distribution per share; the
amounts in respect of different classes of shares shall be distinguished and the
nominal values of shares shall also be indicated;
(ii) where dividend is paid or proposed to be paid pro-rata for shares allotted
during the year, the date of allotment and number of shares allotted, pro-rata
amount of dividend per share and the aggregate amount of dividend paid or
proposed to be paid on pro-rata basis.
K. The listed entity shall disclose the effect on the financial results of material changes in
the composition of the listed entity, if any, including but not limited to business
combinations, acquisitions or disposal of subsidiaries and long term investments, any
other form of restructuring and discontinuance of operations.
L. The listed entity shall ensure that segment reporting is done in accordance with AS-17
or Indian Accounting Standard 108 as applicable, specified in Section 133 of the
Companies Act, 2013 read with relevant rules framed thereunder or by the Institute of
Chartered Accountants of India, whichever is applicable.

76

SCHEDULE IV: PART B: PREPARTION AND DISCLSOURES IN FINANCIAL

RESULTS OF LISTED ENTITY WHICH HAS LISTED ITS INDIAN DEPOSITORY
RECEIPTS
[See Regulation 70(2) and 71(3)]
The listed entity shall comply with the following requirements while preparing the
financial results:A. Periodicity of Disclosure of Financial Results
(1) Financial results may be given on annual, half yearly and/or quarterly basis, as
required under the requirements of the home country.
B. Accounting Principle to be used in preparation and disclosure of financial
Results:
(1) The listed entity may prepare and disclose its financial results in accordance with
Indian GAAP or International Financial Reporting Standards IFRS or US GAAP
(2) In case the listed entity prepares and discloses the financial results as per US
GAAP, a reconciliation statement vis-a-vis Indian GAAP and summary of
significant differences between the Indian GAAP and US GAAP has to be
annexed.
(3) If financial results are prepared in accordance with IFRS, then listed entity shall
annex only the summary of significant differences between the Indian GAAP and
IFRS.
(4) If the listed entity is shifting from IFRS to US GAAP or vice versa then the
accounts relating to the previous period shall be properly restated for comparison;
(5) The Accounting / Reporting Standard followed for any interim results shall be
consistent with that of the Annual results.
(6) The financial results so submitted shall be based on the same set of accounting
policies as those followed in the previous year provided that in case, there are
changes in the accounting policies, the results of previous year shall be restated as
per the present accounting policies, to make it comparable with current year
results;
C. Auditing/Limited Review
(1) In case the listed entity prepares and discloses the financial results as per Indian
GAAP, the listed entity shall ensure that the annual, half yearly and/or quarterly
results, as required under the laws , rules or regulations of home country, shall be
audited or subject to limited review by a Chartered Accountant in accordance with
Auditing ad Assurance Standards.
(2) In case the listed entity prepares and discloses the financial results as per US
GAAP or IFRS, the listed entity shall ensure that the annual, half yearly and/or
quarterly results, as required under the laws, rules or regulations of home country
shall be audited or subject to limited review by professional accountant or certified
public accountant in accordance with the International Standards on Auditing. The
77

auditors report shall also be prepared in accordance with the International

Standards on Auditing.
D. Disclosures
(1) The listed entity shall disclose the audit qualification(s) or any other audit
reservation(s) along with the financial results in addition to the explanatory
statement as to how audit qualification(s) or any other audit reservation(s) in
respect of the audited accounts of the previous accounting year have been
addressed in the financial results;
(2) Format
(a) The listed entity shall ensure that, if Indian GAAP is followed in preparation
of the financial results the format of the disclosure of financial results shall
be as prescribed by the Board.
(b) In case if Indian GAAP is not followed, the format of such disclosure shall
be as per the disclosure requirements of the listed entity in the home country
where the listed entity is listed.
(3) The listed entity shall make disclosures of its financial information in its
functional currency/reporting currency/national currency and the reporting
currency shall be restricted to Sterling Pound/Euro/Yen/US Dollar.
(4) The listed entity shall provide convenient translation into Indian Rupees of the
latest years/periods statements (as the case may be) of consolidated profit and
losses, assets and liabilities and cash flows, at the closing rate of exchange, as at
the date on which the financial information is presented.
(5) The listed entity shall provide convenient translations in English and other notes
such that the IDR Holders are able to understand such financial statements.

78

SCHEDULE V: ANNUAL REPORT

[See Regulation 34(3) and 53(f)]
The annual report shall contain the following additional disclosures:
A. Related Party Disclosure:
1. The listed entity shall make disclosures in compliance with the Accounting
Standard on Related Party Disclosures.
2. The disclosure requirements shall be as follows:
Sr. In
the Disclosures of amounts at the year end and the maximum amount of
no. accounts of loans/ advances/ Investments outstanding during the year.
1
Holding
Loans and advances in the nature of loans to subsidiaries by
Company
name and amount.
Loans and advances in the nature of loans to associates by name
and amount.
Loans and advances in the nature of loans to firms/companies in
which directors are interested by name and amount.
2
Subsidiary
Same disclosures as applicable to the parent company in the
accounts of subsidiary company.
3
Holding
Investments by the loanee in the shares of parent company and
Company
subsidiary company, when the company has made a loan or advance
in the nature of loan.
For the purpose of above disclosures directors interest shall have the same
meaning as given in Section184 of Companies Act, 2013.

3. The above disclosures shall be applicable to all listed entities except for listed
banks.
B. Management Discussion andAnalysis:
1. This section shall include discussion on the following matters within the limits set
by the listed entitys competitive position:
(a) Industry structure and developments.
(b) Opportunities and Threats.
(c) Segmentwise or product-wise performance.
(d) Outlook
(e) Risks and concerns.
(f) Internal control systems and their adequacy.
(g) Discussion on financial performance with respect to operational performance.
(h) Material developments in Human Resources / Industrial Relations front,
including number of people employed.
2. Disclosure of Accounting Treatment:
Where in the preparation of financial statements, a treatment different from that
prescribed in an Accounting Standard has been followed, the fact shall be disclosed
in the financial statements, together with the managements explanation as to why
79

it believes such alternative treatment is more representative of the true and fair
view of the underlying business transaction.
C.

Corporate Governance Report: The following disclosures shall be made in the

section on the corporate governance of the annual report.
(1) A brief statement on listed entitys philosophy on code of governance.
(2) Board of directors:
(a) composition and category of directors (e.g. promoter, executive, nonexecutive, independent non-executive, nominee director - institution
represented and whether as lender or as equity investor);
(b) attendance of each director at the meeting of the board of directors and the
last annual general meeting;
(c) number of other board of directors or committees in which a directors is a
member or chairperson;
(d) number of meetings of the board of directors held and dates on which held;
(e) disclosure of relationships between directors inter-se;
(f) number of shares and convertible instruments held by non- executive
directors;
(g) web link where details of familiarisation programmes imparted to
independent directors is disclosed.
(3) Audit committee:
(a) brief description of terms of reference;
(b) composition, name of members and chairperson;
(c) meetings and attendance during the year.
(4) Nomination and Remuneration Committee:
(a) brief description of terms of reference;
(b) composition, name of members and chairperson;
(c) meeting and attendance during the year;
(d) performance evaluation criteria for independent directors.
(5) Remuneration of Directors:
(a) all pecuniary relationship or transactions of the non-executive directors vis-vis the listed entity shall be disclosed in the annual report;
(b) criteria of making payments to non-executive directors. alternatively, this
may be disseminated on the listed entitys website and reference drawn
thereto in the annual report;
(c) disclosures with respect to remuneration: in addition to disclosures required
under the Companies Act, 2013, the following disclosures shall be made:
(i) all elements of remuneration package of individual directors
summarized under major groups, such as salary, benefits, bonuses,
stock options, pension etc;
(ii) details of fixed component and performance linked incentives, along
with the performance criteria;
(iii) service contracts, notice period, severance fees;
(iv) stock option details, if any and whether issued at a discount as well as
the period over which accrued and over which exercisable.
80

(6) Stakeholders' grievance committee:

(a) name of non-executive director heading the committee;
(b) name and designation of compliance officer;
(c) number of shareholders complaints received so far;
(d) number not solved to the satisfaction of shareholders;
(e) number of pending complaints.
(7) General body meetings:
(a) location and time, where last three annual general meetings held;
(b) whether any special resolutions passed in the previous three annual general
meetings;
(c) whether any special resolution passed last year through postal ballot
details of voting pattern;
(d) person who conducted the postal ballot exercise;
(e) whether any special resolution is proposed to be conducted through postal
ballot;
(f) procedure for postal ballot.
(8) Means of communication:
(a) quarterly results;
(b) newspapers wherein results normally published;
(c) any website, where displayed;
(d) whether it also displays official news releases; and
(e) presentations made to institutional investors or to the analysts.
(9) General shareholder information:
(a) annual general meeting - date, time and venue;
(b) financial year;
(c) dividend payment date;
(d) thenameandaddressofeachstock
exchange(s)atwhich
thelisted
entity'ssecuritiesarelistedand a confirmation about payment of annual
listingfeetoeachofsuchstock exchange(s);
(e) stock code;
(f) market price data- high, low during each month in last financial year;
(g) performance in comparison to broad-based indices such as BSE sensex,
CRISIL Index etc;
(h) in case the securities are suspended from trading, the directors report shall
explain thereasonthereof;
(i) registrar to an issue and share transfer agents;
(j) share transfer system;
(k) distribution of shareholding;
(l) dematerialization of shares and liquidity;
(m) outstanding global depository receipts or american depository receipts or
warrants or any convertible instruments, conversion date and likely
impact on equity;
(n) commodity price risk or foreign exchange risk and hedging activities;
(o) plant locations;
(p) address for correspondence.

81

(10) Other Disclosures:

(a) disclosures on materially significant related party transactions that may
have potential conflict with the interests of listed entity at large;
(b) details of non-compliance by the listed entity, penalties, strictures
imposed on the listed entity by stock exchange(s) or the board or any
statutory authority, on any matter related to capital markets, during the
last three years;
(c) details of establishment of vigil mechanism, whistle blower policy, and
affirmation that no personnel has been denied access to the audit committee;
(d) details of compliance with mandatory requirements and adoption of the
non-mandatory requirements;
(e) web link where policy for determining material subsidiaries is disclosed;
(f) web link where policy on dealing with related party transactions;
(g) disclosure of commodity price risks and commodity hedging activities.
(11) Non-compliance of any requirement of corporate governance report of subparas (2) to (10) above, with reasons thereof shall be disclosed.
(12) The corporate governance report shall also disclose the extent to which the
discretionary requirements as specified in Part E of Schedule II have been
adopted.
(13) The disclosures of the compliance with corporate governance requirements
specified in regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of
regulation 46shall be made in the section on corporate governance of the annual
report.
D. Declaration signed by the chief executive officer stating that the members of
board of directors and senior management personnel have affirmed
compliance with the code of conduct of board of directors and senior
management.
E. Compliance certificate from either the auditors or practicing company
secretaries regarding compliance of conditions of corporate governance shall
be annexed with the directors report.
F. Disclosures with respect to demat suspense account/ unclaimedsuspenseaccount
(1) Thelisted
entityshall
disclosethefollowingdetailsinitsannual
report,aslongasthereare
shares
inthedemat
suspense
account
or
unclaimedsuspenseaccount, as applicable:
(a) aggregatenumberofshareholdersandtheoutstandingsharesinthesuspenseacco
unt lyingatthebeginningof theyear;
(b) number of shareholders who approached listed entity for transfer of shares
from suspense account during the year;
(c) number of shareholders to whom shares were transferred from suspense
account during the year;
(d) aggregatenumberofshareholdersandtheoutstandingsharesinthesuspenseacco
unt lyingattheendof theyear;
(e) thatthevotingrightsonthesesharesshallremainfrozentilltherightfulownerofsu
ch shares claims theshares.
82

.
SCHEDULE VI: MANNER OF DEALING WITH UNCLAIMED SHARES
[See Regulation 39(4)]
A. The listed entity may delegate the following procedural requirements to a share
transfer agent.
B. Reminders to be sent
(1) The listed entity shall sendat leastthree remindersat theaddress as mentioned
below:
(a) For shares in physical form, reminders shall be sent to the addressgiveninthe
application formaswell aslastavailableaddressasper listed entitys record.
(b) For shares in demat form, reminders shall be sent to the address capturedin
depositorysdatabase or address given in the application form, in case of
application made in physical form.
C. Procedure in case of non receipt of response to reminders
(1) For shares in demat form, the unclaimed sharesshallbe creditedtoademat
suspenseaccount withoneof theDepositoryParticipants,openedbythelisted entityfor
thispurpose.
(2) For shares in physical form, the listed entity shalltransferallthe sharesinto
onefoliointhenameof UnclaimedSuspenseAccount and shall dematerialise
theshares
held
in
theUnclaimedSuspense
Accountwithoneof
theDepositoryParticipants.
(3) Thelisted entity shallmaintaindetailsofshareholdingofeach individualallotteewhose
sharesare creditedtosuch demat suspense account or unclaimed suspenseaccount, as
applicable.
(4) Thedemat
suspense
account
or
unclaimedsuspenseaccount,
as
applicableshallbeheldbythelisted
entitypurely
onbehalfoftheallotteeswhoare
entitled to thesharesandthe sharesheldinsuchsuspenseaccountshallnot be
transferred in any mannerwhatsoever except forthe purposeofallotting
thesharestothe allotteeasandwhen he/sheapproachesthelisted entity.
Provided that all such shares, in respect of which unpaid or unclaimed dividend has
been transferred under Section 124 (5) of the Companies Act, 2013, shall also be
transferred by the listed entity in accordance with Section 124 (6) of the Companies
Act, 2013 and rules made thereunder.
D. Procedure in case of claim by allottee
(1) As
andwhentheallotteeapproachesthelisted
entity,
thelisted
entityshall,
afterproperverificationof theidentityof theallotteeeither credit the shares lying in
the Unclaimed Suspense Account or demat suspense account, as applicable, to the
demat account of the allotteeto the extent of theallotteesentitlement,or deliver the
physical certificatesafter re-materialising the same,dependingonwhathasbeen
optedfor bytheallottee:
Provided that the rematerialising of the physical certificates shall be done only in
case where the shares were originally issued in physical form.

83

E. Dealing with Corporate Benefits (in terms of securities accruing) and Voting
Rights on such Unclaimed Shares
(1) Any
corporatebenefitsintermsofsecuritiesaccruingonsuchsharesviz.bonusshares,split
etc.,
shall
alsobecreditedtosuchdemat
suspense
account
or
unclaimedsuspenseaccount, as applicable for a period of seven years and
thereafter shall be transferred by the listed entity in accordance with provisions
of Section 124(5) read with Section 124 (6) of the Companies Act, 2013 and
rules made thereunder.
(2) Thevotingrights onsuch unclaimed shares shallremainfrozentill therightfulowner
claims theshares.

84

SCHEDULE VII: TRANSFER OF SECURITIES

[See Regulation 40(7) and 61(4)]
A. REQUIREMENT OF PAN
(1) For registration of transfer of securities, the transferee(s) as well as transferor(s)
shall furnish a copy of their PAN card to the listed entity for registration of transfer
of securities.
(2) For securities market transactions and/or for off-market or private transactions
involving transfer of shares in physical form, the transferee(s) as well as
transferor(s) shall furnish copy of PAN card to the listed entity for registration of
such transfer of securities.
(3) In cases where PAN card is not available i.e. in case of residents of Sikkim, the
requirement of PAN Card may be substituted with Identity proof.
(4) In case of mismatch in PAN card details as well as difference in maiden name and
current name, in case of married women, of the holder(s) of securities, the listed
entity may collect the PAN card as submitted by the transferee(s) or transferor(s)
as the case maybe:
Provided that this shall be subject to the listed entity verifying the veracity of the
claim of such transferee(s) or transferor(s) by collecting sufficient documentary
evidence in support of the identity of the transferee(s) or transferor(s).
B. DIFFERENCES IN SIGNATURE
(1) In case of minor differences in the signature of the transferor(s), the listed entity
shall follow the following procedure for registering transfer of securities:
(a) the listed entity shallpromptlysendtothefirsttransferor(s), via speed post
anintimation
oftheaforesaid
defectinthedocumentsandinformthe
transferor(s)that objection, supportedby valid proof, isnotlodged by the
transferor(s) withthe listed entitywithin fifteen daysofreceiptofthe listed
entitysletter, thenthesecuritiesshall betransferred;
(b) if
the
intimation
to
the
transferor(s)
is
delivered
and
theobjectionfromthetransferor(s) with supporting documents is not received
within fifteen days, the listed entityshalltransfer the securitiesprovided the
listed entity does not suspectfraudorforgeryinthematter:
.
Provided that the listed entity shall maintain proof of delivery for in their record(s).
(2) In case of major differences in, or non-availability of, the signature of the
transferor(s), the listed entity shall follow the following procedure for registering
transfer of securities:
(a) The listed entity shall promptly send to the transferee(s), via Speed Post, an
Objection Memo along with the documents in original marking the reason as
material signature difference/ non-availability of signature and an advice to
ensure submission of requested documents of the transferor(s);

85

(b) The listed entity shall also send a copy of the Objection memo as per clause
(a) of sub-para (2) to the transferor(s), via Speed Post, simultaneously;
(c) The above Objection Memo in clause (a) and (b) of sub-para (2) shall also
state the requirement of additional documents of transferor(s) as follows for
effecting the transfer:
(i) an Affidavit to update transferor(s) signature in its records;
(ii) an original unsigned cancelled cheque and bankers attestation of the
transferor(s) signature and address);
(iii) contact details of the transferor(s) and ;
(d) If the intimation to both the transferor(s) and the transferee(s) are delivered,
requested documents of the transferor(s) are submitted to the listed entity and
the address attested by the bank tallies with the address available in the
database of listed entity, the listed entity, shall transfer the securities provided
the listed entity does not suspect fraud or forgery in the matter:
Provided that listed entity shall maintain proof of delivery in their record(s).
C. ADITIONAL DOCUMENTATION
TRANSMISSION OF SECURITIES

REQUIREMENTS

IN

CASE

OF

(1) In case of transmission of securities held in dematerialized mode, where the

securities are held in a single name without a nominee, for the purpose of
following simplified documentation, as prescribed by the depositories vide byelaws or operating instructions, as applicable, the threshold limit is rupees five
lakhs only per beneficiary owner account.
(2) In case of transmission of securities held in physical mode:
(a) where the securities are held in single name with a nominee:
(i) duly signed transmission request form by the nominee;
(ii) original or copy of death certificate duly attested by a notary public or by a
gazetted officer;
(iii)self attested copy of PAN card of the nominee.
(b) where the securities are held in single name without a nominee, a affidavit
made on appropriate non judicial stamp paper , to the effect of identification
and claim of legal ownership to the securities shall be required and
additionally
(i) for value of securities, threshold limit of upto rupees two lakh only, per
listed entity, as on date of application, one or more of the following
documents may be submitted :
1. No objection certificate from all legal heir(s) who do not object to
such transmission or copy of family settlement deed duly notarized
or attested by a gazetted officer and executed by all the legal heirs
of the deceased holder;
2. indemnity made on appropriate non judicial stamp paper,
indemnifying the listed entity ;

86

(ii) for value of securities, threshold limit, more than rupees two lakh, per
listed entity, as on date of application, succession certificate or probate of
will or letter of administration or court decree shall be submitted;
(iii)the listed entity however, at its discretion, may enhance value of securities,
threshold limit, of rupees two lakh.

87

SCHEDULE VIII [***]32

32

Omitted by SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2016, w.e.f.
01.04.2016. Prior to omission, Schedule VIII read as follows:
MANNER OF REVIEWING FORM B ACCOMPANYING ANNUAL AUDITED RESULTS
[See Regulations 33(6) and 33(7) , 52(3)(b) and 52(3)(c) and 95]

A. REVIEW BY STOCK EXCHANGE(S)

The stock exchange(s) shall adopt the following procedure for reviewing the Form B and accompanying
annual audit reports submitted in terms of clause (d) of sub-regulation (3) of regulation 33 and clause (a) of
sub-regulation (3) of 52:
(1) Stock exchange(s) shall carry out preliminary scrutiny of reports accompanied by Form B
including seeking necessary explanation from the listed entity concerned and consider the same
based on materiality of the modified opinion(s).
(2) The parameters for ascertaining the materiality of modified opinion(s) shall be the impact of these
modified opinions on the profit and loss and financial position of the listed entity.
(3) For the purpose of uniformity, stock exchange(s) shall consult one another for deciding the criteria
for preliminary scrutiny.
(4) Further, stock exchange(s) shall also consult one another for distributing the work in case shares of
the listed entity concerned are listed on more than one stock exchange(s).
(5) Upon examining the audit reports based on the above parameters, stock exchange(s) shall refer
those cases, which, in their opinion, need further examination, to the Board.
(6) Stock exchange(s) shall display the list of listed entities which have filed their audit reports along
with Form B.

B. REVIEW BY THE QUALIFIED AUDIT REPORT REVIEW COMMITTEE

(1) The qualified audit report review committee shall be constituted by the board comprising of
representatives from Institute of Chartered Accountants of India, stock exchange(s), Ministry of
Corporate Affairs etc.
(2) The qualified audit report review committee shall review the cases received from the stock
exchange(s) and guide the Board in processing the annual audit reports with modified opinion(s).
(3) After analyzing the modified opinion(s) in audit reports, qualified audit report review committee
may make the following recommendations:
(a) If qualified audit report review committee is of the view that the impact of modified opinion
is not significant, it may recommend rectification of such modified opinion in the subsequent
financial year;
(b) If qualified audit report review committee is of the view that the impact of modified opinionis
significant and the explanation given by the listed entity concerned in Form B is
unsatisfactory, the case may be referred to the Financial Reporting Review Board of Institute
of Chartered Accountants of India, for their opinion on whether the modified opinion is
justified.
(c) Based on the opinion of the financial reporting review board, qualified audit report review
committee may recommend the following:
(i) If Financial Reporting Review Board opines that modified opinion is justified,
qualified audit report review committee may recommend submission of revised pro-

88

forma financial results, incorporating the effect of the modified opinion, to the stock
exchange(s) in the manner as specified in para (E) below.
(ii) If financial reporting review board is of the view that modified opinion is not
justified, Institute of Chartered Accountants of India may take up the matter
appropriately with the statutory auditor of the listed entity.
(d) If a modified opinion is not quantifiable, qualified audit report review committee may
recommend rectification of such modified opinion in the subsequent financial year.

C. Based on the recommendations of qualified audit report review committee and/or the opinion of
Financial Reporting Review Board, the Board may direct the listed entity concerned to rectify its
modified opinion and/or submit the revised pro-forma financial results in the manner specified in subpara (3) of para (B).

D. The Board may, at any stage, in the interest of investors, take any other necessary action as it deems fit.
E. SUBMISSION OF REVISED PRO-FORMA FINANCIAL RESULTS
(1) The listed entity shall undertake the following steps for submission of revised pro-forma financial
results:
(a) The listed entity shall submit revised pro-forma financial results, incorporating the effect of
the modified opinion, to the stock exchange(s) within two months from the date of receipt of
such direction from Board.
(b) The accounting impact of such modified opinion shall be carried out as a prior period item in
the financial statements of the subsequent financial year.

F.The review of all Form Bs and the accompanying annual audit reports shall be carried out twice a year
based on the reports received up to half year ending on June and December of every year and for this
purpose, the following timelines are prescribed:
Activity
Filing of annual audit reports and Form A/Form B by the
listed entity
Preliminary scrutiny of the reports received during the half
year (January - June and July - December each year) by
stock exchange(s) and referring cases to the Board

To be completed by
As per the regulations

Review of the cases by qualified audit report review

committee
Referring cases to Financial Reporting Review Board of
Institute of Chartered Accountants of India
Receipt of reply from Financial Reporting Review Board

One month from the date of receipt of report

from the stock exchange(s).
Fifteen days from the date of decision of the
qualified audit report review committee
One month from the date of referral by
qualified audit report review committee
Fifteen days from the date of decision of
qualified audit report review committee /
Financial Reporting Review Board

Communication of decision on the case to the listed entity

concerned and the stock exchange(s).
Submission of revised pro-forma financial results by the
listed entity concerned.

One month from the end of half year ending

on June and December each year.

Within two months from the date of letter of

communication to the concerned entity.

89

SCHEDULE IX- AMENDMENTS TO OTHER REGULATIONS

[See regulation 100]
1. Amendment to Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2009.
(i) For regulation 7 the followingshall be substituted, namely:-

"Security Deposit.
7. (1) The issuer shall deposit, before the opening of subscription list, and keep
deposited with the stock exchange(s), an amount calculated at the rate of one per cent.
of the amount of securities offered for subscription to the public.
(2)The amount specified in sub-regulation (1) shall be deposited in the manner
specified by Board and/or stock exchange(s).
(3)The amount specified in sub-regulation (1) shall be refundable or forfeitable in the
manner specified by the Board."

(ii) In regulation 98, after clause (f), the following clauses shall be inserted, namely,"(g) the issuing company shall ensure that the underlying equity shares against
which IDRs are issued have been or will be listed in its home country before
listing of IDRs in stock exchange(s).
(h) the issuing company shall ensure that the underlying shares of IDRs shall
rank pari-passu with the existing shares of the same class."

(iii) In regulation 101, for sub-regulation (1) the following shall be substituted, namely:"(1) The issuing company shall appoint one or more merchant bankers, at least one of
whom shall be a lead merchant banker and shall also appoint other intermediaries, in
consultation with the lead merchant banker and shall enter into an agreement with the
merchant banker on the lines of format of agreement as specified in Schedule II."
(iv) After regulation 101 and before regulation 102, the following regulation shall be inserted,
namely:"Agreements with other intermediaries and others.
101A. (1) The issuing company shall appoint a registrar and transfer agent which has
connectivity with all the depositories.
(2)The issuing company shall enter into an agreement with overseas custodian bank and
domestic depository.
(3) The lead merchant banker, after independently assessing the capability of other
intermediaries and others to carry out their obligations, shall advise the issuing
company on their appointment."

90

(v) For regulation 102 the following shall be substituted, namely:Display of bid data and issue of allotment letter.
102. (1) The stock exchange(s) offering online bidding system for the book building
process shall display on their website, the data pertaining to book built IDR issue, in
the format specified in Part B(2) of Schedule XI, from the date of opening of the bids
till at least three days after closure of bids.
(2) The issuing company shall ensure that letter of allotment for the IDRs are issued
simultaneously to all allottees and that in the event of it being impossible to issue
letters of regret at the same time, a notice to that effect be issued in the media so that
it appears on the morning after the letters of allotment have been dispatched.
(vi) for regulation 106J the following shall be substituted, namely,Period of subscription and issue of allotment letter.
106J. (1)A rights issue shall be open for subscription in India for a period as applicable
under the laws of its home country but in no case less than ten days.
(2) The issuing company shall ensure that it sends the allotment letter of rights to IDR
Holders at the time they are sent to shareholders of the issuing company as per the
requirement of its home country or other jurisdictions where its securities are listed.
(vii) in regulation 106M, the words, number and symbol "regulation 7," shall be omitted.
(viii) Chapter XI shall be renumbered as Chapter XII.
(ix) Regulations 107, 108, 109, 110 and 111 shall be renumbered as 111, 112, 113, 114 and
115 respectively and any reference thereto in any regulation framed or any circular or
guideline issued by the Board shall be read accordingly.
(x) After Chapter X and before Chapter XII, the following Chapter shall be inserted, namely:"CHAPTER XI
LISTING OF SECURITIES ON STOCK EXCHANGES
In-principle approval of recognized stock exchange(s).

107. (1) The issuer or the issuing company, as the case may be, shall obtain inprinciple approval from recognised stock exchange as follows:
(a) in case of an initial public offer or an issue of Indian Depository Receipts
(hereinafter referred to as IDRs) , from all the recognised stock
exchange(s) on which the issuer or the issuing company, proposes to get its
specified securities or IDRs, as the case may be, listed; and
(b) in case of other issues, before issuance of further securities, as follows:
(i) where the securities are listed only on recognised stock exchange(s)
having nationwide trading terminals, from all such stock exchange(s);
(ii) where the securities are not listed on any recognised stock exchange
having nationwide trading terminals, from all the stock exchange(s) on
which the securities of the issuer are proposed to be listed;
(iii) where the specified are listed on recognised stock exchange(s) having
nationwide trading terminals as well as on the recognised stock
exchange(s) not having nationwide trading terminals, from all recognised
stock exchange(s) having nationwide trading terminals.
91

Application for Listing.

108.
(1) The issuer or the issuing company, as the case may be, shall complete the

pre-listing formalities within the time lines specified by the Board from time to time.
(2) The issuer or the issuing company, as the case may be, shall, make an application
for listing, within twenty days from the date of allotment, to one or more recognized
stock exchange(s) along with the documents specified by stock exchange(s) from time
to time.
(3) In case of delay in making application for listing beyond twenty days from the date
of allotment, the issuer or the issuing company, as the case may be, shall pay penal
interest to allottees for each day of delay at the rate of atleastten per cent. per annum
from the expiry of thirty days from date of allotment till the listing of such securities
to the allottees.
(4) In the event of non-receipt of listing permission from the stock exchange(s) by the
issuer or the issuing company, as the case may be, or withdrawal of Observation
Letter issued by the Board, wherever applicable, the securities shall not be eligible for
listing and the issuer or the issuing company, as the case may be, shall be liable to
refund the subscription monies, if any, to the respective allottees immediately
alongwith interest at the rate of ten per cent. per annum from the date of allotment.

Listing Agreement.
109. (1) Every issuer or the issuing company desirous of listing its securities on a
recognised stock exchange shall execute a listing agreement with such stock
exchange.
(2) Every issuer or the issuing company which has previously entered into
agreement(s) with a recognised stock exchange to list its securities shall execute a
fresh listing agreement with such stock exchange within six months of the date of
notification of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Obligation of stock exchange(s).
110. The stock exchange(s) shall grant in-principle approval/list the securities or
reject the application for in-principle approval /listing by the issuer or issuing
company, as the case maybe, within thirty days from the later of the following dates:
(a) the date of receipt of application for in-principle approval/listing from issuer
or the issuing company, as the case may be,;
(b) the date of receipt of satisfactory reply from the issuer or the issuing
company, as the case may be, in cases where the stock exchange(s) has sought
any clarification from them."

92

(xi) In Schedule VIII, in part E in clause 5, in item XVI, after sub-item B and before sub-item
C, the following sub-item shall be inserted, namely:"(BA) Dealing with Fractional Entitlement:Manner of dealing with fractional
entitlement viz. payment of the equivalent of the value, if any, of the fractional
rights in cash etc."
(xii) In Schedule XIX, in part A, in item 13, after sub-item(e), the following sub-item shall be
inserted, namely:"(f) Different classes of shares based on different criteria, if any."
(xiii) In Schedule XIX, in part A, in item 14, before sub-item (a), the following general
instructions shall be inserted, namely:General Instructions:
(1) The format of disclosure of financial results may be as per the disclosure
requirements of the issuing company in the home country where the Issuing
Company is listed.
(2) The issuing company shall intimate to the investors in the offer document the
type of disclosures that it will follow i.e. whether as per Indian GAAP, IFRS or
US GAAP and any change in such format shall be informed to the IDR Holders
by way of notices to the stock exchange.
(xiv) In Schedule XIX, in Part B, in item 2, after sub-item (d), the following sub-item shall
be inserted, namely:"(e) Different classes of shares based on different criteria, if any."
(xv) In Schedule XX in the reference title the number 110 shall be substituted, with the
number 114.
2. Amendment to Securities and Exchange Board of India (Issue and Listing of Debt
Securities) Regulations, 2008.
(i) After regulation 12 and before regulation 13, the following regulation shall be inserted,
namely:"Allotment of securities and payment of interest.
12A. (1) The Issuer shall ensure that that in case of listing of debt securities issued to
public, allotment of securities offered to public shall be made within thirty days of the
closure of the public issue.
(2) Where the debt securities are not allotted and/or application moneys are not refunded
within the stipulated period in sub-regulation (1), the issuer shall undertake to pay
interest at the rate of fifteen per cent. per annum.
(3) Credit to demat accounts of the allottees shall be made within two working days from
the date of allotment.

93

(ii) After regulation 19 and before regulation 20, the following regulations shall be inserted,
namely:"Listing Agreement.
19A. (1) Every issuer desirous of listing its debt securities on a recognised stock
exchange shall execute an agreement with such stock exchange.
(2) Every issuer which has previously entered into agreements with a recognised stock
exchange to list its debt securities shall execute a fresh listing agreement with such
stock exchange within six months of the date of notification of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Security Deposit.
19B. (1) The issuer shall deposit, before the opening of subscription list, and keep
deposited with the stock exchange(s) an amount calculated at the rate of one per cent. of
the amount of securities offered for subscription to the public.
(2)The amount stipulated in sub-regulation (1) shall be deposited in the manner
specified by Board and/or stock exchange(s).
(3)The amount stipulated in sub-regulation (1) shall be refundable or forfeitable in the
manner specified by the Board."
(iii) For regulation 23, the following shall be substituted, namely:Continuous Listing Conditions.
23. All the issuers making public issues of debt securities or seeking listing of debt
securities issued on private placement basis shall comply with the conditions of listing
specified in the respective listing agreement for debt securities.

3. Amendment to Securities and Exchange Board of India(Issue and Listing of NonConvertible Redeemable Preference Shares) Regulations, 2013.
(i) After regulation 16 and before regulation 17, the following regulations shall be inserted,
namely:"Listing Agreement.
16A. (1) Every issuer desirous of listing its non-convertible redeemable preference shares,
or perpetual non-cumulative preference shares or innovative perpetual debt instruments
on a recognised stock exchange, shall execute an agreement with such stock exchange.
(2) Every issuer which has previously entered into agreements with a recognised stock
exchange to list non-convertible redeemable preference shares, or perpetual noncumulative preference shares or innovative perpetual debt instruments shall execute a
fresh listing agreement with such stock exchange within six months of the date of
notification of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
Security Deposit.
16B. (1) The issuer shall deposit, before the opening of subscription list, and keep
deposited with the stock exchange(s) an amount calculated at the rate of one per cent. of
the amount of securities offered for subscription to the public.
94

(2)The amount stipulated in sub-regulation (1) shall be deposited in the manner specified
by Board and/or stock exchange(s).
(3)The amount stipulated in sub-regulation (1) shall be refundable or forfeitable in the
manner specified by the Board.
(ii) In regulation 20, sub-regulations (2) and (3) shall be omitted.
(iii) In Schedule I, in para. III, in sub-para (ii), under the heading Delay in Dispatch of
Allotment Letters or Refund Orders after the word and sign "closure." and before the words
"The issuer further agrees", the following shall be inserted, namely:"Issuer agrees that credit to demat accounts of the allottees shall be made within two
working days from the date of allotment."

4. Amendment to Securities and Exchange Board of India (Public Offer and Listing of
Securitised Debt Instruments) Regulations, 2008.
(i) In regulation 31, after sub-regulation (8), the following sub-regulation shall be inserted,
namely:"(9) Credit to demat accounts of the allottees shall be made by the issuer within two
working days from the date of allotment.
(ii) After regulation 35 and before regulation 36, the following regulation shall be inserted,
namely:"Listing Agreement.
35A. (1) Every special purpose distinct entity desirous of listing securitised debt
instruments on a recognised stock exchange, shall execute an agreement with such stock
exchange.
(2) Every special purpose distinct entity which has previously entered into agreements
with a recognised stock exchange to list securitised debt instruments shall execute a fresh
listing agreement with such stock exchange within six months of the date of notification
of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
Security Deposit.
35B. (1) The issuer shall deposit, before the opening of subscription list, and keep
deposited with the stock exchange(s) an amount calculated at the rate of one per cent. of
the amount of securities offered for subscription to the public.
(2)The amount stipulated in sub-regulation (1) shall be deposited in the manner specified
by Board and/or stock exchange(s)(s).
(3)The amount stipulated in sub-regulation (1) shall be refundable or forfeitable in the
manner specified by the Board."
(iii) In regulation 36, sub-regulation (3) shall be substituted with the following, namely:"(3)Incase of a private placement of securitised debt instruments, the special purpose
distinct entity shall file listing particulars with the recognised stock exchange, along with
the application made under sub-regulation (1) of regulation 35, containing such
information as may be necessary for any investor in the secondary market to make an
95

informed investment decision in respect of its securitised debt instrumentsand the special
purpose distinct entity shall promptly disseminate such information, as prescribed, in such
manner as the recognised stock exchange(s) may determine from time to time".
(iv) For regulation 37, the following shall be substituted, namely:Continuous listing conditions.
37. The special purpose distinct entity or trustee thereof shall submit such information,
including financial information relating to the schemes, to the stock exchanges and
investors and comply with such other continuing obligations as may be stipulated in the
listing agreement.

5. Amendment to Securities and Exchange Board of India (Mutual Funds) Regulations,

1996.
After regulation 31, the following regulation shall be inserted, namely:In-principle approval from recognised stock exchange(s).
31A. The listed entity, which intends to list units of its scheme on the recognised stock
exchange(s), shall obtain in-principle approval from recognised stock exchange(s) in the
manner as specified by the recognised stock exchange(s) from time to time.
Listing Agreement.
31B. (1) Every mutual fund desirous of listing units of its schemes on a recognised stock
exchange shall execute an agreement with such stock exchange.
(2) Every mutual fund which has previously entered into agreements with a recognised
stock exchange to list units of its schemes shall execute a fresh listing agreement with
such stock exchange within six months of the date of notification of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015."

96

SCHEDULE X- LIST OF SEBI CIRCULARS WHICH STAND RESCINDED

[See Regulation 103]

S.No
1.
2.
3.

Number
SE/2376
SE/2936
SMD/SED/N/JJ/4984/94

Dated
April 3, 1992
April 6, 1992
September 23, 1994

4.

SMD/SED/CIR/94/6669

October 31, 1994

Subject
Amendment to Clause 41 of Listing Agreement
1% Listing Deposit
Submission of B/S & details of utilisation of funds,
etc.- Cl32 and 43 of LA
Forfeiture of 1% Listing Deposit

5.

SMD-I(N)/JJ/2331/95

June 26, 1995

Submission of Cash Flow Statement.

6.

SMD-I(N)/JJ/2621/95

July 11, 1995

7.

SMD/RCG/JJ/1819/96

May 15, 1996

Effective Year of Submission of Cash Flow

Statement
Allotment within 30 days- amendment to LA

8.
9.

03/SMD/96
RRTI CIRCULAR NO.2 (97-98)

May 17, 1996

June 4, 1997

10.

SMD/POLICY/CIR-22/97

September 22, 1997

11.

SMD/POLICY/CIR- 06/98

February 12, 1998

12.

SMD/Policy/CIR-12/98

April 07, 1998

13.

SMD/POLICY/CIR-13/98

April 16, 1998

14.

SMD/POLICY/CIR-26/97

September 17, 1998

15.

SMD/POLICY CIR-04/99

March 8, 1999

16.

SMDRP/CIR-07/99

April 9, 1999

17.

SMDRP/POLICY/CIR- 8 /99

April 26, 1999

18.

SMD/POLICY/CIR-12/99

May 18, 1999

19.

SMDRP/POLICY/CIR-14/98

May 19, 1999

20.

SMD/POLICY/CIR-18/99

July 01, 1999

21.

SMD/POLICY/CIR-24/99

July 14, 1999

22.
23.

SMD-II/POLICY/CIR - 08 /2000
SMDRP/POLICY/CIR-10/2000

February 04, 2000

February 21, 2000

24.

SMDRP/POLICY/CIR-13/2000

March 09, 2000

25.
26.

SMD-II/Policy/Cir- 14/2000
SMDRP/POLICY/CIR-15/2000

April 06, 2000

April 10, 2000

Amendments to the Listing Agreement

Reduction in the no delivery period at exchanges

27.

SMDRP/POLICY/Cir-21/2000

May 10, 2000

28.

PMIMD/8755/2000

May 31, 2000

29.
30.

SMD/POLICY/CIR-26/2000
SMDRP/Policy/Cir-30 /00

July 04, 2000

July 25, 2000

Clause 43 of the Listing Agreement - Statement on

utilisation of funds
Reference of cases for relaxation of Rule 19(2)(b) of
Securities Contract (Regulation) Act, 1957
Amendment to the Listing Agreement
Amendment to the Listing Agreement

Amendment to Clause 32 of the Listing Agreement.

Payment of dividend/Interest rounded off to the
nearest rupee
Amendment to the Listing Agreement Clause 40A
and 40B amendment
Amendment in the Listing Agreement Transfer of
shares - R Chandrasekaran committee
Amendment to Listing Agreement Clause 36 and 41
- Bhave Committee
Amendment to Listing Agreement price sensitive
information
Quarterly results - Mutual Fund providing quarterly
results will not be applicable to a Mutual Fund
Listing Agreement Amendment Clause 32 and
Clause 41 - status on the Y2K preparedness level
Trading and settlement of trades in dematerialised
securities notice period about book-closure / record
date - 42 to 30 days
Listing Agreement Amendment Clause 32 and
Clause 41 related to disclosure of turnover and
income from new business subsequent to change in
name - software/information technology business.
Listing Agreement Amendment Compliance
Officer shall be the Company Secretary MalegamCommitee
Listing Agreement Amendment Submission of
complete Balance Sheet - Clause 32
Listing Agreement Amendment company shall
publish/submit the audited results within two months
from the end of the last quarter of the financial year
Listing Agreement Amendment provide correct
and adequate information to Credit Rating Agencies
Amendments to the Listing Agreement

97

31.
32.
33.
34.

SMDRP/POLICY/CIR- 35/2000
SMDRP/POLICY/ CIR-42/2000
SMDRP/POLICY/CIR-55/00
SMDRP/POLICY/ CIR- 03/01

August 04, 2000

September 12, 2000
December 06, 2000
January 22, 2001

35.
36.
37.

SMDRP/POLICY/ CIR-7/01
SMDRP/Policy/Cir-15 /2001
SMDRP/POLICY/ CIR- 28/01

February 01, 2001

March 08, 2001
May 02, 2001

38.
39.
40.
41.
42.

SMDRP/Policy/Cir- 29 /01
SMDRP/Policy/Cir-44 /01
SMDRP/POLICY/CIR-46/2001
SMDRP/Policy/Cir- 47 /01
DCC/FITTCIR-3//2001

May 22, 2001

August 31 , 2001
September 27, 2001
October 04, 2001
October 15, 2001

43.

SMDRP/Policy/Cir- 48 /2001

October 19, 2001

44.
45.
46.
47.
48.

SMDRP/POLICY/ CIR- 53 /01

SMD/POLICY/ CIR- 1 /02
SMD/Policy/Cir-10/2002
SMD/Policy/Cir-11 /02
SMD/POLICY/Cir-13/02

Dec 31, 2001

January 02, 2002
May 07, 2002
May 10, 2002
June 20, 2002

49.
50.

SMD/Policy/Cir-16 /2002
SMD/POLICY/Cir-17/02

June 26, 2002

July 3, 2002

51.

SMD/Policy/Cir-23 /02

September 17, 2002

52.

SMD/Policy/Cir- 27 /02

December 20, 2002

53.

SMD/Policy/Cir-2 /2003

January 10, 2003

54.
55.

SMD/Policy/Listing/Cir-5/2003
SEBI/SMD/Policy/List/Cir -17/2003

February 12, 2003

May 08, 2003

56.

SEBI/SMD/SE/Cir-23/2003/18/06

June 02, 2003

57.
58.

SEBI/SMD/SE/25/2003/ 19 /06
SEBI/MRD/SE/31/2003/26/08

June 19, 2003

August 26, 2003

59.

MRD/Policy/Cir 35 /2003/29/09

September 29, 2003

Electronic Data Information Filing and Retrieval

system (EDIFAR).
Electronic Data Information Filing And Retrieval
(EDIFAR)
Electronic Data Information Filing And Retrieval
(EDIFAR)
Amendment to Listing Agreement Clause 32 and
Clause 41.
Non-compliance of provisions of listing agreement.
Amendment to the listing agreement regarding
disclosure
pertaining
to
schemes
of
arrangement/merger/amalgamation /reconstruction
filed before the Court
Electronic Data Information Filing And Retrieval
(EDIFAR)
Listing Fees
Corporate Governance in listed Companies Clause
49 of the Listing Agreement
Listing of further issue of capital

60.

SEBI/MRD/SE/AT/36/2003/30/09

September 30, 2003

Secondary Market for Corporate Debt Securities.

61.

SEBI/CFD/DIL/SE/43/2003

November 20, 2003

62.

SEBI/MRD/SE/AT/46/2003

December 22, 2003

63.
64.

SEBI/MRD/Policy/AT/Cir-20/2004
SEBI/CFD/DIL/CG/1/2004/12/10

April 30, 2004

October 29, 2004

65.

SEBI/CFD/DIL/CIR- 39 /2004/11/01

November 01, 2004

66.

SEBI/DNPD/CIR-28/2004/12/07

December 08, 2004

67.

SEBI/CFD/DIL/CG/1/2005/29/3

March 29, 2005

68.

SEBI/CFD/DIL/CG/1/2006/13/1

January 13, 2006

69.

SEBI/CFD/DIL/IDR/1/2006/3/4

April 03, 2006

70.

SEBI/CFD/DIL/LA/2006/13/4

April 13, 2006

Reduction in Notice Period for fixing the Book

closure/Record date
Secondary Market for Corporate Debt Securities Clarifications
Frequent change of names by listed companies
Corporate Governance in listed Companies Clause
49 of the Listing Agreement
Model Listing Agreement for listing of Debt
Securities
Amendments to Clause 16 of the Equity Listing
Agreement Requirement of Notice Period
Corporate Governance Clause 49 of the Listing
Agreement
Corporate Governance in listed Companies Clause
49 of the Listing Agreement
Listing Agreement for Indian Depository Receipts
(IDRs)
Amendments to Clause 40A and Clause 35 of Equity
Listing Agreement

Listing Agreement Amendments to Clause 49

Enforcement of Corporate Governance
Distribution of Share Holding
Listing of further issue of capital
Non-promoter holding on a continuous basis and
minimum number of shareholders
Practice of granting conditional listing permission
Amendment to the Listing Agreement
Delay in transfer of shares by companies
Amendment the Listing Agreement
facility of ECS for distributing dividends or other
cash benefits
Segment Reporting in Quarterly Financial Results
under Clause 41 of the Listing Agreement
Amendments to Clause 49 of the Listing Agreement
Sub: Amendments to the Listing Agreement
Amendment to the Listing Agreement
Amendment to the Listing Agreement
Electronic Data Information Filing And Retrieval
(EDIFAR)

98

71.

SEBI/CFD/DIL/LA/1/2007/20/03

March 20, 2007

72.

SEBI/CFD/DIL/LA/2/2007/ 26/4

April 26, 2007

73.

SEBI/CFD/DIL/LA/3/2007/10/07

July 10, 2007

74.
75.

MIRSD/DPS III//Cir- 11/07

SEBI/CFD/DIL/LA/4/2007/27/12

August 06, 2007

December 27, 2007

76.

SEBI/CFD/DIL/CG/1/2008/08/04

April 08, 2008

77.
78.

SEBI/CFD/DIL/LA/ 5/2008/4/09
SEBI/CFD/DIL/CG/2/2008/23/10

September 04, 2008

October 23, 2008

79.
80.
81.

SEBI/CFD/DIL/LA/2009/3/2
SEBI/CFD/DIL/LA/1/2009/24/04
SEBI/IMD/BOND/1/2009/11/05

February 03, 2009

April 24, 2009
May 11, 2009

82.

MRD/DoP/ Cir-05/2009

May 20, 2009

83.

SEBI/CFD/DIL/IDR/1/2009/16/06

June 16, 2009

84.

MRD/DoP/SE/Cir-07/2009

July 21, 2009

85.

SEBI/CFD/DIL/LA/2/2009/21/7

July 21, 2009

86.
87.

SEBI/CFD/DIL/LA/3/2009/03/09
SEBI/IMD/DOF-1/BOND/Cir-5/2009

September 03, 2009

November 26, 2009

88.

SEBI/IMD/DOF-1/BOND/Cir-1/2010

January 07, 2010

89.

SEBI/MRD/DoP/SE/RTA/Cir-03/2010

January 07, 2010

90.

CIR/CFD/DIL/1/2010

April 05, 2010

91.

CIR/CFD/DCR/3/2010

April 16, 2010

92.

Cir/ CFD /DCR/5 /2010

May 07, 2010

93.

CIR/CFD/DIL/6/2010

May 17, 2010

94.

SEBI/Cir/ISD/ 2 /2010

October 26, 2010

95.
96.
97.

CIR/CFD/DIL/10/2010
Cir. /IMD/DF/5/2011
CIR/CFD/DIL/3/2011

December 16, 2010

March 16, 2011
June 03, 2011

98.
99.

CIR/MRD/DP/ 07 /2011
Cir/ISD/ 3/2011

June 16, 2011

June 17, 2011

100.

SEBI/Cir/ISD/ 05 /2011

September 30, 2011

101.

CIR/CFD/DIL/7/2011

October 05, 2011

102.

CIR/CFD/DIL/1/2012

February 08, 2012

103.

SEBI/Cir/ISD/ 1 /2012

March 30, 2012

104.

CIR/CFD/DIL/4/2012

April 16, 2012

105.

CIR/MIRSD/8 /2012

July 05 , 2012

Amendments to the Listing Agreement for

Debentures
Amendments to Clause 32 of Equity Listing
Agreement
Amendments to Clause 41 of Equity Listing
Agreement
Dissemination of Information on Debentures
Amendments to Equity Listing Agreement
Corporate Governance in listed Companies Clause
49 of the Listing Agreement
Amendment in Equity Listing Agreement
Corporate Governance in listed Companies Clause
49 of the Listing Agreement
Amendments to Equity Listing Agreement
Amendments to the Equity Listing Agreement
Simplified Listing Agreement for Debt Securities
PAN requirement for transfer of shares in physical
form
Model Listing Agreement for listing of Indian
Depository Receipts (IDRs)
Abolition of no-delivery period for all types of
corporate actions.
Amendments to the Equity Listing AgreementClause 28A
Amendments to Equity Listing Agreement
Simplified Debt Listing Agreement for Debt
Securities - Amendments
Simplified Debt Listing Agreement for Debt
Securities - Amendments
PAN requirement for transmission of shares in
physical form
Listing Conditions-Amendments to the Equity
Listing Agreement
Discontinuation of Electronic Data
Information Filing and Retrieval (EDIFAR) System.
Making Annual Reports of Listed Companies easily
accessible Making Annual Reports of Listed
Companies easily accessible
Conditions of listing for issuers seeking listing on
SME Exchange - Model SME Equity Listing
Agreement
Clarification on Trading Rules and shareholding in
dematerialized mode
Amendment to Equity Listing Agreement
Listing Agreement for Securitized Debt Instruments
Redemption of Indian Depository Receipts (IDRs)
into Underlying Equity Shares
Change of Name by Listed Companies
Shareholding of promoter / promoter group to be in
dematerialized mode
Clarification on 100% promoter holding in demat
form
Amendments to the Equity, IDR and SME Equity
Listing Agreements
Amendment to Clause 40A and 43 of Equity Listing
Agreement
Exemptions from 100% promoter(s) holding in
demat form
Amendments to the Equity Listing Agreement Formats for Disclosure of Financial
Results
Reduction of Time-line for Transfer of Equity
Shares and Prescription of Time-line for Transfer of

99

106.

CIR/CFD/DIL/6/2012

July 13, 2012

107.

CIR/CFD/DIL/7/2012

August 13, 2012

108.

CIR/OIAE/1/2012

August 13, 2012

109.
110.

CIR/CFD/DIL/8/2012
CIR/CFD/DIL/10/2012

August 13, 2012

August 28, 2012

111.

CIR/CFD/DIL/11/2012

August 29, 2012

112.

CIR/CFD/DIL/2/2013

January 03, 2013

113.
114.

CIR/CFD/DIL/3/2013
CIR/CFD/DIL/5/2013

January 17, 2013

February 04, 2013

115.

CIR/CFD/DIL/6/2013

March 01, 2013

116.

CIR/MRD/DP/10/2013

March 21, 2013

117.
118.

CIR/CFD/DIL/7/2013
CIR/CFD/DIL/8/2013

May 13, 2013

May 21, 2013

119.

CIR/CFD/DIL/9/2013

June 05, 2013

120.

CIR/MRD/ DSA / 31 /2013

September 30, 2013

121.

CIR/CFD/POLICYCELL/13/2013

November 18, 2013

122.

CIR/CFD/POLICYCELL/14/2013

November 29, 2013

123.

CIR/CFD/DIL/1/2014

March 25, 2014

124.

CIR/CFD/POLICY CELL/2/2014

April 17, 2014

125.

CIR/CFD/POLICYCELL/3/2014

June 27, 2014

126.
127.

CIR/CFD/DIL/4/2014
CIR/CFD/POLICY CELL/7/2014

August 01, 2014

September 15, 2014

128.

CIR/CFD/CMD/1/2015

April 08, 2015

Debt Securities
Amendments to the Equity Listing Agreement Platform for E-Voting by Shareholders of Listed
Entities
Manner of Dealing with Audit Reports filed by
Listed Companies
Redressal of investor grievances against listed
companies in SEBI Complaints Redress System
(SCORES).
Business Responsibility Reports
Redemption of Indian Depository Receipts (IDRs)
into Underlying Equity Shares
Manner of achieving minimum public shareholding
requirements in terms of SCRR, 1957
Clarification on Clause 36 of the Equity Listing
Agreement
Amendment to ESOP
Scheme of Arrangement under the Companies Act,
1956 Revised requirements for the Stock
Exchanges and Listed Companies
Guidelines for Enabling Partial Two-Way
Fungibility of Indian Depository Receipts (IDRs)
Sub: Usage of electronic payment modes for
making cash payments to the investors
ESOP - Clarification
Scheme of Arrangement under the Companies Act,
1956 Revised requirements for the Stock
Exchanges and Listed Companies - Clarification
Manner of Dealing with Audit Reports filed by
Listed Companies"- Clarification
Standard Operating Procedure
Compliance with the provisions of Equity Listing
Agreement by listed companies Monitoring by
Stock Exchanges
ESOP Clarification- Extension of time line for
alignment
Format for Auditors Certificate required under
Clause 24(i) of the Equity Listing Agreement
Corporate Governance in listed entities Amendments to Clauses 35B and 49 of the Equity
Listing Agreement
ESOP Clarification- Extension of time line for
alignment
Monitoring of Compliance by Stock Exchanges
Corporate Governance in listed entities Amendments to Clause 49 of the Equity Listing
Agreement
Fine structure for non-compliance with the
requirement of Clause 49(II)(A)(1) of Listing
Agreement

U.K. SINHA
CHAIRMAN
SECURITIES AND EXCHANGE BOARD OF INDIA

100