SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. These regulation is applicable on all Listed Entities as per below given applicability w.e.f. December 1, 2015
APPLICABILITY OF THE REGULATIONS:-
Any listed Entity who has following Designated Security Listed on any Recognize Stock Exchange:
a) Specified Securities Listed On:
· Main Board
· SME Exchange
· Institutional Trading Platform
b) Non-convertible debt securities
c) Non-convertible redeemable preference shares
d) Perpetual debt instrument
e) Perpetual non-cumulative preference shares
f) Indian depository receipts
g) Securitized debt instruments
h) Units issued by mutual funds
i) Any other securities as may be specified by the Board
The Listing Regulations shall come into force on the ninetieth day from date of publication
in the official gazette i.e. 1 December 2015. However, following two provisions of the LODR
have become applicable with immediate effect:
1. Passing of an ordinary resolution instead of special resolution in case of all material
related party transactions subject to related parties abstaining from voting on such
resolutions in terms of Regulation 23 (4);
2. Reclassification of Promoters as public shareholders under special circumstances
prescribed in Regulation 31A.
Framework
The broad framework of Listing Regulations are outlined as follows:
The Listing Regulations have been sub-divided into two parts viz.,
i. Substantive provisions incorporated in the main body of Regulations; and
ii. Procedural requirements in the form of Schedules to the Regulations.
The Regulations are consisting of XII chapters and X schedules.
Chapter I is consisting of Definition part.
Chapter II of the SEBI Listing Regulations provide the broad principles in relation to
disclosures and obligations of the listed entities. In the event of absence of specific
requirements or ambiguity, these principles would serve to guide the listed entities.
Chapter III of the SEBI Listing Regulations specifies common obligations of all listed
entities. These include:
General obligation of compliance of listed entity,
Appointment of common compliance officer and his obligations,
Appointment of Share Transfer Agent or management of share transfer facility
in-house
Co-operation with intermediaries registered with Board and submission of
correct and adequate information within the specified timelines and procedures
Preservation of documents permanent and for 8 years
Filings on electronic platform
Payment of dividend or interest or redemption or repayment through RBI
approved electronic mode
Grievance Redressal mechanism
Mandatory registration on SCORES to handle investor complaints electronically,
Quarterly reporting of investor complaints to the Board of directors and
recognized stock exchange.
Chapter IV to IX of the SEBI Listing Regulations deal with obligations which are
applicable to specific types of securities have been incorporated in various chapters.
Chapter X and XI of the SEBI Listing Regulations list down the responsibilities of the
stock exchanges to monitor compliance or adequacy / accuracy of compliance with
the provisions of these regulations and to take action for non-compliance.
Chapter XII containing miscellaneous provisions.
BOARD COMPOSITION UNDER NEW LISTING NORMS AS FOLLOWS:-
Applicability
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;3
(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 SEBI.
Company desirous of listing its securities shall enter into a listing agreement with the stock
exchange. Existing listed entities are required to execute a fresh listing agreement within 6
months from date of notification of SEBI Listing Regulations.
According to Section 2 (52) of the Companies Act, 2013, listed company means a company
which has any of its securities listed on any recognised stock exchange. This means that if a
private limited company has its debt securities listed on any recognised stock exchange,
then such company is under the ambit of listed company category for complying with the
Companies Act, 2013 and rules and regulation made thereunder.
Audit Committee
This regulation corresponds to Clause 49 (III) of the Listing Agreement. The Audit
Committee should meet atleast four times in a year with not more than one hundred and
twenty days shall elapse between two meetings (earlier it was not more than four months
shall elapse between two meetings). Unlike Listing Agreement, now the power of the Audit
Committee in the Listing Regulations 2015 was not specified and role of the Audit
Committee and review of information by the Audit Committee was mentioned in Part C of
Schedule II which is in similar line with Clause 49III (D) and (E) of the Listing Agreement.
Nomination and Remuneration Committee
This regulation corresponds to Clause 49 (IV) of the Listing Agreement. The board of
directors shall constitute the nomination and remuneration committee as follows:
(a) the committee shall comprise of at least 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.
The Chairperson of the nomination and remuneration committee shall be an independent
director. However, 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. The role of the nomination and remuneration committee shall be
as specified as in Part D of the Schedule II.
Stakeholders Relationship Committee
This regulation corresponds to Clause 49 (VIII) (E) (4) of the Listing Agreement. 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
Committes
Audit Committe
(Reg 18)
Nomination and
remuneration
committee
(Reg 19)
Stakeholders
Relationship
Committee(
Reg 20)
Risk Management
Committee(Reg
21)
security holders. The chairperson of this committee shall be a non-executive director. The
board of directors shall decide other members of this committee. The role of the
Stakeholders Relationship Committee shall be as specified as in Part D of the Schedule II
Risk Management Committee
This regulation corresponds to Clause 49 VI of the Listing Agreement and will specifically
apply to the top 100 listed entities, determined on the basis of market capitalization, as at
the end of the immediate previous financial year. Earlier under Listing Agreement, the
company should lay down the procedures to inform Board members about the risk
assessment and minimization procedures and the Board was responsible for framing,
implementing and monitoring the risk management plan for the company. No other
changes were made to the Listing Agreement for this purpose.
Related Party Transactions (Regulation 23)
This regulation corresponds to Clause 49 (VII) of the Listing Agreement. The definition of
related party in Listing Regulations 2015means a related party as defined under subsection
(76) of section 2 of the Companies Act, 2013 or under the applicable accounting
standards.
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.
According to regulation 23(8), all the 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.
Now the ordinary resolution will suffice the purpose of approval from shareholders instead
of special resolution in Listing Agreement. Still the related parties are abstain from voting
on such resolutions whether they are related party to that particular transaction or not.
This point differs with Section 188 of the Companies Act, 2013 whereby the Ministry of
Corporate Affairs clarified vide General Circular No. 30/2014 dated 17.07.2014, only the
related party in the context of the contract or arrangement will be abstained from voting.
All related party transactions shall require prior approval of the audit committee. 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, at least 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 shall
require fresh approvals after the expiry of one year.The listed entity shall formulate a
policy on materiality of related party transactions and on dealing with related party
transactions.
Corporate governance requirements with respect to subsidiary of listed entity
(Regulation 24)
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.
The audit committee of the listed entity shall also review the financial statements, in
particular, the investments made by the unlisted subsidiary. 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.
exceeds twenty percent of the consolidated income or net worth respectively, of the
listed entity and its subsidiaries in the immediately preceding accounting year
Other Highlights
Compliance Officer and his Obligations (Regulation 6)
A listed entity shall appoint a qualified company secretary as the compliance officer.
However, 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.
Preservation of documents (Regulation 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.
Grievance Redressal Mechanism (Regulation 13)
Registration of listed entities on SCORES platform is mandatory.
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.
Disclosure of events or information (Regulation 30)
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.
Events specified in Para A of Part A of Schedule III are deemed to be material events
and listed entity shall make disclosure of such events.
The listed entity shall make disclosure of events specified in Para B of Part A of
Schedule III, based on application of the guidelines for materiality, as specified in
these regulation.
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
information.
The disclosures of material events 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.
Disclosure of Class of shareholders and Conditions for Reclassification
(Regulation 31A)
SEBI in its board meeting on 23 June 2015 discussed re-classification of promoters as
public shareholders under various circumstances. There are various condition
stipulated by SEBI for reclassification of Promoters as public shareholders.
Minimum Public Shareholding (Regulation 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 SEBI from time to time.
However, provisions of this regulation shall not apply to entities listed on
institutional trading platform without making a public issue.
Role of Company Secretary under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015
The recognitions to Company Secretary/ Company Secretary in Practice under the
Regulations are as under:
1. Regulation 6 provides that a listed entity shall appoint a qualified company
secretary as the compliance officer.
2. Regulation 7 (3) requires that 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 that all activities
in relation to both physical and electronic share transfer facility are maintained
either in house or by Registrar to an issue and share transfer agent registered with
SEBI.
3. Regulation 40 (9) requires 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, sub-division, consolidation, renewal, exchange or
endorsement of calls/allotment monies.
4. Regulation 56 (1) (d) provides that 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.
5. Schedule V, Clause E requires compliance certificate from either the auditors or
practicing company secretaries regarding compliance of conditions of corporate
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in the official gazette i.e. 1 December 2015. However, following two provisions of the LODR
have become applicable with immediate effect:
1. Passing of an ordinary resolution instead of special resolution in case of all material
related party transactions subject to related parties abstaining from voting on such
resolutions in terms of Regulation 23 (4);
2. Reclassification of Promoters as public shareholders under special circumstances
prescribed in Regulation 31A.
Framework
The broad framework of Listing Regulations are outlined as follows:
The Listing Regulations have been sub-divided into two parts viz.,
i. Substantive provisions incorporated in the main body of Regulations; and
ii. Procedural requirements in the form of Schedules to the Regulations.
The Regulations are consisting of XII chapters and X schedules.
Chapter I is consisting of Definition part.
Chapter II of the SEBI Listing Regulations provide the broad principles in relation to
disclosures and obligations of the listed entities. In the event of absence of specific
requirements or ambiguity, these principles would serve to guide the listed entities.
Chapter III of the SEBI Listing Regulations specifies common obligations of all listed
entities. These include:
General obligation of compliance of listed entity,
Appointment of common compliance officer and his obligations,
Appointment of Share Transfer Agent or management of share transfer facility
in-house
Co-operation with intermediaries registered with Board and submission of
correct and adequate information within the specified timelines and procedures
Preservation of documents permanent and for 8 years
Filings on electronic platform
Payment of dividend or interest or redemption or repayment through RBI
approved electronic mode
Grievance Redressal mechanism
Mandatory registration on SCORES to handle investor complaints electronically,
Quarterly reporting of investor complaints to the Board of directors and
recognized stock exchange.
Chapter IV to IX of the SEBI Listing Regulations deal with obligations which are
applicable to specific types of securities have been incorporated in various chapters.
Chapter X and XI of the SEBI Listing Regulations list down the responsibilities of the
stock exchanges to monitor compliance or adequacy / accuracy of compliance with
the provisions of these regulations and to take action for non-compliance.
Chapter XII containing miscellaneous provisions.
BOARD COMPOSITION UNDER NEW LISTING NORMS AS FOLLOWS:-
Applicability
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;3
(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 SEBI.
Company desirous of listing its securities shall enter into a listing agreement with the stock
exchange. Existing listed entities are required to execute a fresh listing agreement within 6
months from date of notification of SEBI Listing Regulations.
According to Section 2 (52) of the Companies Act, 2013, listed company means a company
which has any of its securities listed on any recognised stock exchange. This means that if a
private limited company has its debt securities listed on any recognised stock exchange,
then such company is under the ambit of listed company category for complying with the
Companies Act, 2013 and rules and regulation made thereunder.
Audit Committee
This regulation corresponds to Clause 49 (III) of the Listing Agreement. The Audit
Committee should meet atleast four times in a year with not more than one hundred and
twenty days shall elapse between two meetings (earlier it was not more than four months
shall elapse between two meetings). Unlike Listing Agreement, now the power of the Audit
Committee in the Listing Regulations 2015 was not specified and role of the Audit
Committee and review of information by the Audit Committee was mentioned in Part C of
Schedule II which is in similar line with Clause 49III (D) and (E) of the Listing Agreement.
Nomination and Remuneration Committee
This regulation corresponds to Clause 49 (IV) of the Listing Agreement. The board of
directors shall constitute the nomination and remuneration committee as follows:
(a) the committee shall comprise of at least 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.
The Chairperson of the nomination and remuneration committee shall be an independent
director. However, 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. The role of the nomination and remuneration committee shall be
as specified as in Part D of the Schedule II.
Stakeholders Relationship Committee
This regulation corresponds to Clause 49 (VIII) (E) (4) of the Listing Agreement. 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
Committes
Audit Committe
(Reg 18)
Nomination and
remuneration
committee
(Reg 19)
Stakeholders
Relationship
Committee(
Reg 20)
Risk Management
Committee(Reg
21)
security holders. The chairperson of this committee shall be a non-executive director. The
board of directors shall decide other members of this committee. The role of the
Stakeholders Relationship Committee shall be as specified as in Part D of the Schedule II
Risk Management Committee
This regulation corresponds to Clause 49 VI of the Listing Agreement and will specifically
apply to the top 100 listed entities, determined on the basis of market capitalization, as at
the end of the immediate previous financial year. Earlier under Listing Agreement, the
company should lay down the procedures to inform Board members about the risk
assessment and minimization procedures and the Board was responsible for framing,
implementing and monitoring the risk management plan for the company. No other
changes were made to the Listing Agreement for this purpose.
Related Party Transactions (Regulation 23)
This regulation corresponds to Clause 49 (VII) of the Listing Agreement. The definition of
related party in Listing Regulations 2015means a related party as defined under subsection
(76) of section 2 of the Companies Act, 2013 or under the applicable accounting
standards.
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.
According to regulation 23(8), all the 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.
Now the ordinary resolution will suffice the purpose of approval from shareholders instead
of special resolution in Listing Agreement. Still the related parties are abstain from voting
on such resolutions whether they are related party to that particular transaction or not.
This point differs with Section 188 of the Companies Act, 2013 whereby the Ministry of
Corporate Affairs clarified vide General Circular No. 30/2014 dated 17.07.2014, only the
related party in the context of the contract or arrangement will be abstained from voting.
All related party transactions shall require prior approval of the audit committee. 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, at least 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 shall
require fresh approvals after the expiry of one year.The listed entity shall formulate a
policy on materiality of related party transactions and on dealing with related party
transactions.
Corporate governance requirements with respect to subsidiary of listed entity
(Regulation 24)
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.
The audit committee of the listed entity shall also review the financial statements, in
particular, the investments made by the unlisted subsidiary. 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.
exceeds twenty percent of the consolidated income or net worth respectively, of the
listed entity and its subsidiaries in the immediately preceding accounting year
Other Highlights
Compliance Officer and his Obligations (Regulation 6)
A listed entity shall appoint a qualified company secretary as the compliance officer.
However, 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.
Preservation of documents (Regulation 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.
Grievance Redressal Mechanism (Regulation 13)
Registration of listed entities on SCORES platform is mandatory.
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.
Disclosure of events or information (Regulation 30)
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.
Events specified in Para A of Part A of Schedule III are deemed to be material events
and listed entity shall make disclosure of such events.
The listed entity shall make disclosure of events specified in Para B of Part A of
Schedule III, based on application of the guidelines for materiality, as specified in
these regulation.
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
information.
The disclosures of material events 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.
Disclosure of Class of shareholders and Conditions for Reclassification
(Regulation 31A)
SEBI in its board meeting on 23 June 2015 discussed re-classification of promoters as
public shareholders under various circumstances. There are various condition
stipulated by SEBI for reclassification of Promoters as public shareholders.
Minimum Public Shareholding (Regulation 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 SEBI from time to time.
However, provisions of this regulation shall not apply to entities listed on
institutional trading platform without making a public issue.
Role of Company Secretary under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015
The recognitions to Company Secretary/ Company Secretary in Practice under the
Regulations are as under:
1. Regulation 6 provides that a listed entity shall appoint a qualified company
secretary as the compliance officer.
2. Regulation 7 (3) requires that 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 that all activities
in relation to both physical and electronic share transfer facility are maintained
either in house or by Registrar to an issue and share transfer agent registered with
SEBI.
3. Regulation 40 (9) requires 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, sub-division, consolidation, renewal, exchange or
endorsement of calls/allotment monies.
4. Regulation 56 (1) (d) provides that 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.
5. Schedule V, Clause E requires compliance certificate from either the auditors or
practicing company secretaries regarding compliance of conditions of corporate
CSGAURAV +919990694230
[email protected]
https://gauravsharmaassociates.wordpress.com https://femaindiaservices.wordpress.com https://www.facebook.com/gauravdelhiravpage
Subscribe to CS GAURAV SHARMA by Email
