Obligations
of Listed Entity which has listed its specified Securities
S.No.
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Particulars
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Regulation
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Details
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1.
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Annual Report
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Regulation 34
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Annual report to be submitted to
the stock exchange within 21 days of it being approved and adopted in the AGM.
For the top 500 listed entities –
Business Responsibility Report (BRR) to be the part of Annual Report.
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2.
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Annual Information Memorandum
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Regulation 35
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It shall be submitted to the stock
exchange in the manner specified by the Board.
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3.
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Documents and Information to
shareholders
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Regulation 36
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Sending of
Annual Report:
1. Soft copies
of full annual report to the shareholders who have registered their email
address.
2. Hard copies
to the shareholders containing disclosures as per Section 136 of Companies
Act to shareholders who have not registered their email address.
3. Hard copies
of full annual report to the shareholders on their request.
Annual report shall be sent at least
21 days before the AGM.
Detail to
shareholders in case of appointment or re-appointment of a director :
a.
Brief resume
of director;
b.
Nature of
expertise;
c. Relationship with
directors inter-se;
d. Name of
listed entities where he holds directorship and committee membership of the
board;
e. Shareholding of
non executive directors.
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4.
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Draft scheme of arrangement
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Regulation 38
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1. The listed entity
shall file it with the stock exchange to obtain NOC, before filing such
scheme with court or tribunal.
2. The NOC shall
be placed along with the scheme to the Court or Tribunal.
3. The validity
of the NOC shall be for 6 months from the date of issuance.
4. The listed entity
shall ensure compliance with other requirements as required by the Board.
5. After the
scheme is sanctioned by the Court or Tribunal, the documents shall be
submitted to the stock exchange.
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5.
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Minimum Public Shareholding
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Regulation 38
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It shall be complied as per the
requirements specified in Rule19 (2) and Rule 19A of Securities Contracts
(Regulation) Rules, 1957.
The provision of this regulation
shall not apply to entities listed on institutional trading platform without
making public issue.
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6.
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Issuance of Certificates or
Receipts / Letters / Advices for securities and dealing with unclaimed
securities
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Regulation 39
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The listed entity shall comply
with Rule 19(3) of Securities Contract (Regulations) Rules, 1957 in respect
of Letter/ Advices of allotment, acceptance of rights, transfers,
subdivision, consolidation, renewal, exchanges, issue of duplicates thereof
or any other purpose.
In case of loss, duplicate
certificates shall be issued within 30 days from the date of lodgment.
The entity shall submit to the
exchange regarding the loss of share certificates and issue of duplicate
certificates within 2 days of getting information.
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7.
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Transfer / Transmission /
Transposition of securities
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Regulation 40
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1.
The Board of
the listed entity may delegate the power to committee or to the compliance
officer or to RTA.
2.
However the
delegated authority or board shall attend the formalities pertaining to the transfer
of securities at least once in a fortnight.
3. The delegated
authority shall report on transfer of securities to the board in each
meeting.
4. The transfer
shall register the transfer or issue a valid objection, if any, within 15
days from the receipt of request of transfer; else it shall compensate the aggrieved
party for the opportunity losses caused during the period of delay.
5. The
transmission request shall be processed within 7 days for securities in demat
mode and in 21 days for securities in physical mode, after receipt of the
specified documents.
6. Proper dated
records of all correspondence with investor shall be maintained by the listed
entity.
7. It shall be
insured that the RTA produces a certificate from PCS within 1 month of the
end of each half year, certifying that all certificates have been issued
within 30 days of the date of lodgment for transfer or as the case may be.
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8.
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Record date or date of closure of
transfer books
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Regulation 41
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Record date shall be intimated to
the stock exchange for the following purpose –
a.
Declaration of
dividend;
b. Issue of
right / bonus shares;
c. Issue of
shares for convertible securities
d.
Shares arising
out of rights attached to debentures or other securities;
e. Corporate actions
like merger, demerger, split, bonus shares
f. Other purposes
specified by stock exchange.
The entity shall give at least 7 clear
working days notice to stock exchange specifying the purpose of record date.
The entity shall recommend or
declare dividend or cash bonuses at least 5 clear working days before the
record date fixed for such purpose.
There shall be a time gap of at least
30 days between two record dates.
For securities in physical form,
the entity may announce the date of closure of transfer books in place of
record date for complying with the provisions as specified above.
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9.
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Dividends
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Regulation 43
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The entity shall declare and
disclose the dividend on per share basis.
The entity shall not forfeit
unclaimed dividend before the claim becomes barred by law and such
forfeiture, if effected, shall be annulled in appropriate cases.
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10.
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Voting by shareholders
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Regulation 44
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The listed entity shall provide
the facility of remote e voting facility to its shareholders in respect of
all shareholders’ resolutions.
The facility of remote e-voting
shall be provided in accordance with the conditions specified in Companies (Management
& Administration) Rules, 2014.
The details regarding the voting
results shall be submitted to the stock exchange within 48 hours of the
conclusion of the AGM, as per the format specified by the Board.
The listed entity shall also send
the proxy forms to holders of securities in all cases mentioning that the
holder can vote for or against the resolution.
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11.
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Change in name of listed entity
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Regulation 45
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1. A time period
of at least 1 year must have elapsed between the last name change;
2.
At least 50 %
of the total revenue in the preceding
year has been accounted for by the new activity suggested by the name
change;
3. The amount
invested in the new activity shall be at least 50% of the assets of the
listed entity.
The listed entity shall change its
name in 6 months from the change of activities, in case the name of listed
entity is not reflected with the new activities.
The listed entity shall submit to
the stock exchange a certificate from CA stating compliance with the
conditions specified above, before filing the request of name change with
ROC.
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12.
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Website
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Regulation 46
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The listed entity shall maintain a
functional website containing the basic information about the listed entity
with certain information as mentioned in Regulation 46(2) of Listing Regulations.
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13.
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Advertisement in newspapers
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Regulation 47
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1.
Notice of meeting
of board of directors where financial results shall be discussed;
2.
Financial results
as specified in Regulation 33, along with modified opinion, if any, expressed
by auditor.
3.
Statement of
deviation or variation as specified in regulation 32(1);
4.
Notice given
to shareholders by advertisement;
5.
The link of
website of listed entity and stock exchange where shares are listed, shall
also be given for 1 to 4 above;
6.
The above
information in 1 to 4 shall be published in newspaper and simultaneously to
be submitted to the stock exchange;
7.
The financial
results shall be published within 48 hours of conclusion of the Board meeting
in which the financial results were approved;
8.
Information in
1 to 4 above shall be published in one English national daily newspaper
circulated in whole of India, and in one daily newspaper in the language of
region, where registered office of the entity is situated.
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14.
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Accounting standards
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Regulation 48
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The listed entity shall comply
with the Accounting Standards as specified from time to time.
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References:
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Contact:
CS Divyanshu Bansal
Email ID: divyanshubansal401@gmail.com
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