SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS)

REGULATIONS, 2015
(Expected Weightage 4 to 8 Marks)
APPLICABILITY Unless otherwise provided, these regulations shall apply to the listed
(3) entity who has listed any of the following designated securities on
(Important) recognized 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) securitized debt instruments;
(e) units issued by mutual funds;
(f) any other securities as may be specified by the Board.

COMMON OBLIGATIONS OF LISTED ENTITES

COMPLIANCE (1) A listed entity shall appoint a qualified company secretary as the
OFFICER AND HIS compliance officer.
OBLIGATIONS
(6) (2) The compliance officer of the listed entity shall be responsible for-
(Important)
(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) ensuring that 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 (1) The listed entity shall appoint a share transfer agent or manage the
AGENT share transfer facility in-house:
(7) Provided that, in the case of in-house share transfer facility, as and
(Important) 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 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).

PRESERVATION OF The listed entity shall have a policy for preservation of documents,
DOCUMENTS approved by its board of directors, classifying them in at least two
(9) categories as follows-
(Important) (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.

GRIEVANCE (1)The listed entity shall ensure that adequate steps are taken for
REDRESSAL expeditious redressal of investor complaints.
MECHANISM
(13) (2) The listed entity shall ensure that it is registered on the SCORES
(Important) 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.

CHAPTER IV: OBLIGATIONS OF LISTED ENTITES WHICH HAS LISTED ITS SPECIFIED
SECURITIES
VIGIL MECHANISM (1) The listed entity shall formulate a vigil mechanism for directors and
(22) 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.

PRIOR INTIMATIONS (1) The listed entity shall give prior intimation to stock exchange about
(29) 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:

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
intimation and date of the meeting:
 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.

CHANGE IN NAME OF (1) The listed entity shall be allowed to change its name subject to
ENTITY compliance with the following conditions:
(45) (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:
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

(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).

ANNUAL REPORT (1) The listed entity shall submit the annual report to the stock
(34) 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
(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 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 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.

FINANCIAL RESULTS • The listed entity or its subsidiaries shall submit quarterly and year-
(33) to-date standalone financial results to the stock exchange within 45
days of end of each quarter, other than the last quarter.

• Unaudited financial result shall be accompanied by Limited Review

Report. Audited financial results accompanied by audit report.

• FR 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 BOD to sign the FR.

 The listed entity shall submit with stock exchange within 60 days
from the end of the financial year, annual audited standalone
financial results for the financial year along with the audit report or
in case entity having 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 for
audit report with modified opinion and 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.

 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.

CHAPTER XI: ACTION IN CASE OF DEFAULT

LIABILITY FOR (1)The listed entity or any other person thereof who contravenes any of
CONTRAVENTION OF the provisions of these regulations, shall, in addition to liability for
THE ACT, RULES OR action in terms of the securities laws, be liable for the following actions
THE REGULATIONS by the respective stock exchange(s), in the manner specified in circulars
(98) 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.