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This e-Book will be updated from time to

time with any amendment to the
Regulations.
COMPILED BY

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CHAPTER I ............................................................................................................................................................... 7
PRELIMINARY ............................................................................................................................................................ 7
1. Short title and commencement .......................................................................................................7
2. Definitions .............................................................................................................................................7
3. Applicability of the regulations .....................................................................................................12
CHAPTER II ............................................................................................................................................................ 14
PRINCIPLES GOVERNING DISCLOSURES AND OBLIGATIONS OF LISTED ENTITY ............................. 14
4. Principles governing disclosures and obligations. .................................................................14
CHAPTER III ........................................................................................................................................................... 19
COMMON OBLIGATIONS OF LISTED ENTITIES .............................................................................................. 19
5. General obligation of compliance. ...............................................................................................19
6. Compliance Officer and his / her Obligations. ..........................................................................19
7. Share Transfer Agent. ......................................................................................................................19
8. Co-operation with intermediaries registered with the Board. ...............................................20
9. Preservation of documents. ...........................................................................................................20
10. Filing of information. ........................................................................................................................21
11. Scheme of Arrangement. ................................................................................................................21
12. Payment of dividend or interest or redemption or repayment. .............................................21
13. Grievance Redressal Mechanism. ................................................................................................21
14. Fees and other charges to be paid to the recognized stock exchange(s) .........................22
CHAPTER IV .......................................................................................................................................................... 23
A OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SPECIFIED SECURITIES AND NON-
CONVERTIBLE DEBT SECURITIES ..................................................................................................................... 23
15. Applicability. ......................................................................................................................................23
16. Definitions ...........................................................................................................................................25
17. Board of Directors. ...........................................................................................................................27
17A. Maximum number of directorships. .............................................................................................32
18. Audit Committee. ..............................................................................................................................32
19. Nomination and remuneration committee. .................................................................................33
20. Stakeholders Relationship Committee. .......................................................................................34
21. Risk Management Committee. .......................................................................................................35
22. Vigil Mechanism ................................................................................................................................36
23. Related party transactions .............................................................................................................36
24. Corporate governance requirements with respect to subsidiary of listed entity. ...........39
24A. Secretarial Audit and Secretarial Compliance Report. ...........................................................40
25. Obligations with respect to independent directors. ................................................................41
26. Obligations w.r.t employees incl Sr. management, Key Managerial Personnel, Directors &
promoters.........................................................................................................................................................43
26A Vacancies in respect of Certain Key Managerial Personnel ..................................................44
27. Other corporate governance requirements. ..............................................................................45
28. In-principle approval of recognized stock exchange(s). ........................................................45
29. Prior Intimations................................................................................................................................46
30. Disclosure of events or information. ...........................................................................................46
30A. Disclosure requirements for certain types of agreements binding listed entities: .......49
31. Holding of specified securities and shareholding pattern .....................................................50
31A. Conditions for Re-classification of any person as promoter / public .................................51

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31B. Special rights to shareholders .....................................................................................................54

32. Statement of deviation(s) or variation(s) ....................................................................................54
33. Financial results. ...............................................................................................................................55
34. Annual Report. ...................................................................................................................................58
35. Annual Information Memorandum................................................................................................60
36. Documents & Information to shareholders. ...............................................................................60
37. Draft Scheme of Arrangement & Scheme of Arrangement ....................................................61
37A. Sale, lease or disposal of an undertaking outside Scheme of Arrangement ....................62
38. Minimum Public Shareholding. .....................................................................................................63
39. Issuance of Certificates/Receipts/Letters/Advices for securities & dealing with unclaimed
securities. .........................................................................................................................................................63
40. Transfer or transmission or transposition of securities. .......................................................64
41. Other provisions relating to securities. ......................................................................................65
41A. Other provisions relating to outstanding SR equity shares. .................................................67
42. Record Date or Date of closure of transfer books. ..................................................................68
43. Dividends. ...........................................................................................................................................68
43A. Dividend Distribution Policy .........................................................................................................69
44. Meetings of shareholders and voting .........................................................................................69
45. Change in name of the listed entity. ............................................................................................70
46. Website. ...............................................................................................................................................71
47. Advertisements in Newspapers. ...................................................................................................74
48. Accounting Standards. ....................................................................................................................74
CHAPTER V ........................................................................................................................................................... 75
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS NON-CONVERTIBLE SECURITIES ........ 75
49. Applicability. ......................................................................................................................................75
50. Intimation to stock exchange(s)....................................................................................................75
51. Disclosure of information having bearing on performance/operation of listed entity and/or
price sensitive information. .........................................................................................................................76
52. Financial Results. .............................................................................................................................76
53. Annual Report. ...................................................................................................................................80
54. Security Cover. ..................................................................................................................................81
55. Credit Rating. .....................................................................................................................................81
56. Documents and Intimation to Debenture Trustees. .................................................................81
57. Intimations / Other submissions to stock exchange(s). .........................................................83
58. Documents & information to holders of Non-convertible securities .................................83
59. Structure of non-convertible debt securities & redeemable preference shares. .............83
59A. Draft Scheme of Arrangement and Scheme of Arrangement. ...............................................84
60. Record Date ........................................................................................................................................85
61. Terms of non-convertible debt securities & redeemable preference shares. ...................85
61A. Dealing with unclaimed non-convertible securities and benefits accrued thereon. .......85
62. Website. ...............................................................................................................................................86
62A. Listing of subsequent issuances of non-convertible debt securities ....................................88
CHAPTER VI .......................................................................................................................................................... 90
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SPECIFIED SECURITIES ......................... 90
63. Applicability of Chapters IV and V................................................................................................90
64. Delisting. .............................................................................................................................................90
CHAPTER VIA........................................................................................................................................................ 91

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FRAMEWORK FOR VOLUNTARY DELISTING OF NON-CONVERTIBLE DEBT SECURITIES OR NON-

CONVERTBLE REDEEMABLE PREFERENCE SHARES AND OBLIGATIONS OF THE LISTED ENTITY
ON SUCH DELISTING ............................................................................................................................................. 91
64A. Applicability. ......................................................................................................................................91
64B. In-principle approval of the stock exchanges. ..............................................................................92
64C. Obligations of the listed entity: .........................................................................................................92
64D. Notice of delisting ................................................................................................................................94
64E. Approval from the holders and No-Objection Letter from the Debenture Trustee. ............94
64F. Failure of delisting proposal. .............................................................................................................94
64G. Final application to the stock exchange. .......................................................................................94
64H. Delisting from some of the stock exchanges................................................................................95
64I. Monitoring of compliance by the stock exchanges ......................................................................95
CHAPTER VII ......................................................................................................................................................... 96
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS INDIAN DEPOSITORY RECEIPTS .......... 96
65. Applicability. ......................................................................................................................................96
66. Definitions...........................................................................................................................................96
67. General Obligations of listed entity. ............................................................................................96
68. Disclosure of material events or information. ...........................................................................96
69. Indian Depository Receipt holding pattern & Shareholding details. ...................................97
70. Periodical Financial Results. .........................................................................................................97
71. Annual Report. ...................................................................................................................................97
72. Corporate Governance. ...................................................................................................................97
73. Documents and Information to IDR Holder. ...............................................................................98
74. Equitable Treatment to IDR Holders. ...........................................................................................98
75. Advertisements in Newspapers. ...................................................................................................98
76. Terms of Indian Depository Receipts. .........................................................................................99
77. Structure of Indian Depository Receipts. ...................................................................................99
78. Record Date. .......................................................................................................................................99
79. Voting. ..................................................................................................................................................99
80. Delisting of Indian Depository Receipt. ....................................................................................100
CHAPTER VIII ...................................................................................................................................................... 101
OBLIGATIONS OF LISTED ENTITY WHICH LISTED SECURITISED DEBT INSTRUMENTS.................. 101
81. Applicability. ....................................................................................................................................101
82. Intimation and filings with stock exchange(s). .......................................................................101
83. Disclosure of information having bearing on performance/operation of listed entity and/or
price sensitive information. .......................................................................................................................102
84. Credit Rating. ...................................................................................................................................102
85. Information to Investors. ...............................................................................................................102
86. Terms of Securitized Debt Instruments. ...................................................................................102
87. Record Date. .....................................................................................................................................103
CHAPTER VIII A .................................................................................................................................................. 104
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SECURITY RECEIPTS ............................ 104
87A. Applicability. ....................................................................................................................................104
87B. Intimations and Disclosure of events or information to Stock Exchanges. ....................104
87C. Valuation, Rating and NAV disclosure. .....................................................................................105
87D. Terms of Security Receipts. .........................................................................................................105

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87E. Record Date. .....................................................................................................................................105

CHAPTER IX ........................................................................................................................................................ 106
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS MUTUAL FUND UNITS ............................ 106
88. Applicability. ....................................................................................................................................106
89. Definitions.........................................................................................................................................106
90. Submission of Documents. ..........................................................................................................106
91. Dissemination on the website of stock exchange(s). ............................................................106
CHAPTER IX-A .................................................................................................................................................... 107
OBLIGATIONS OF SOCIAL ENTERPRISES ..................................................................................................... 107
91A. Applicability .........................................................................................................................................107
91B. Disclosures by a For Profit Social Enterprise. ............................................................................107
91C. Disclosures by a Not for Profit Organization. .............................................................................107
91D. Intimations and disclosures by Social Enterprise of events or information to Social Stock
Exchange(s) or Stock Exchange(s) .........................................................................................................107
91E. Disclosures by a Social Enterprise in respect of social impact .........................................108
91F. Statement of utilisation of funds.....................................................................................................108
CHAPTER X ......................................................................................................................................................... 109
DUTIES AND OBLIGATIONS OF THE RECOGNISED STOCK EXCHANGE(S) ......................................... 109
92. Dissemination. .................................................................................................................................109
93. Transferability. .................................................................................................................................109
94. Draft Scheme of Arrangement & Scheme of Arrangement in case of entities that have
listed their specified securities. ...............................................................................................................109
94A. Draft Scheme of Arrangement & Scheme of Arrangement in case of entities that have listed
their non-convertible debt securities or non-convertible redeemable preference shares. ......110
95. Statement on Impact of Audit Qualifications accompanying Annual Audit Report. .....110
96. Grievance Redressal. .....................................................................................................................110
97. Monitoring of Compliance/Non Compliance & Adequacy/ Accuracy of disclosures ....110
CHAPTER XI ........................................................................................................................................................ 112
PROCEDURE FOR ACTION IN CASE OF DEFAULT ...................................................................................... 112
98. Liability for contravention of the Act, rules or the regulations. ..........................................112
99. Failure to pay fine. ..........................................................................................................................112
CHAPTER XI-A .................................................................................................................................................... 113
POWER TO RELAX STRICT ENFORCEMENT OF THE REGULATIONS .................................................... 113
99A. Exemption from enforcement of the regulations in special cases. ...................................113
CHAPTER XII ....................................................................................................................................................... 114
MISCELLANEOUS ................................................................................................................................................. 114
100. Amendments to other regulations..............................................................................................114
101. Power to remove difficulties. .......................................................................................................114
102. Power to relax strict enforcement of the regulations. ...........................................................114
103. Repeal and Savings ........................................................................................................................115
SCHEDULE I – TERMS OF SECURITIES ......................................................................................................... 116
SCHEDULE II: CORPORATE GOVERNANCE................................................................................................. 117

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PART A: MINIMUM INFORMATION TO BE PLACED BEFORE BOARD OF DIRECTORS....................... 117

PART B: COMPLIANCE CERTIFICATE ............................................................................................................. 118
PART C: ROLE OF AUDIT COMMITTEE & REVIEW OF INFORMATION BY AUDIT COMMITTEE ........ 119
PART D: ROLE OF COMMITTEES (OTHER THAN AUDIT COMMITTEE) ................................................... 122
PART E: DISCRETIONARY REQUIREMENTS ................................................................................................. 124
SCHEDULE III ...................................................................................................................................................... 125
PART A: DISCLOSURES OF EVENTS OR INFORMATION ........................................................................... 125
PART B: .................................................................................................................................................................... 134
DISCLOSURE OF INFORMATION HAVING BEARING ON PERFORMANCE / OPERATION.................. 134
PART C: DISCLOSURES OF MATERIAL EVENTS OR INFORMATION ...................................................... 139
PART D: DISCLOSURE OF INFORMATION HAVING BEARING ON PERFORMANCE ........................... 141
SCHEDULE IV ...................................................................................................................................................... 144
PART A: DISCLOSURES IN FINANCIAL RESULTS ........................................................................................ 144
PART B: PREPARTION & DISCLSOURES IN FINANCIAL RESULTS OF LISTED ENTITY ..................... 147
SCHEDULE V: ANNUAL REPORT .................................................................................................................... 149
SCHEDULE VI: MANNER OF DEALING WITH UNCLAIMED SHARES ....................................................... 157
SCHEDULE VII: TRANSFER AND TRANSMISSION OF SECURITIES ........................................................ 159
SCHEDULE VIII OMITTED .................................................................................................................................. 162
SCHEDULE XI: FEE IN RESPECT OF DRAFT SCHEME OF ARRANGEMENT .......................................... 163
MASTER CIRCULARS ........................................................................................................................................ 164

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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 (Amended upto 21st December, 2023)
SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

No. SEBI/LAD-NRO/GN/2015-16/013 In exercise of the powers conferred by section 11, sub-

section (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

1. Short title and commencement

(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 and regulation 31A shall come
into force on the date of notification of these regulations.

2. Definitions
(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;

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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, 1security receipts, units issued 2Zero Coupon Zero Principal Instruments 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;

ia. 3fugitive economic offender” shall mean an individual who is declared a fugitive
economic offender under section 12 of the Fugitive Economic Offenders Act, 2018 (17 of
2018);

j. "global depository receipts” means global depository receipts as defined in sub-

section (44) of section 2 of the Companies Act, 2013;

k. “half year” means the period of six months commencing on the first day of April or
October of a financial year;

l. “half yearly results” means the financial results prepared in accordance with these
regulations in respect of a half year;

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 sub-section

(48) of section 2 of the Companies Act, 2013;

1
New word “security receipts” added w.e.f 6.09.2018 vide SEBI Notification dated 6.09.2018
2
New word “Zero Coupon Zero Principal Instruments” added w.e.f 25.07.2022 vide SEBI Notification dt 25.07.2022
3
New Clause “fugitive economic offender” inserted w.e.f 16.11.2018 vide SEBI Notification dated 16.11.2018

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na 4‘Insolvency Code” means the Insolvency and Bankruptcy Code, 2016;

o. “key managerial personnel” means key managerial personnel as defined in sub-section

(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. 5
“main board" means main board as defined in clause (ee) of sub-regulation (1) of
regulation 2 of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018;

(ra) 6“mainstream media” shall include print or electronic mode of the following:
i. Newspapers registered with the Registrar of Newspapers for India;
ii. News channels permitted by Ministry of Information and Broadcasting under
Government of India;
iii. Content published by the publisher of news and current affairs content as defined
under the Information Technology (Intermediary Guidelines and Digital Media
Ethics Code) Rules, 2021; and
iv. Newspapers or news channels or news and current affairs content similarly
registered or permitted or regulated, as the case may be, in jurisdictions outside
India;”

s. “net worth” means net worth as defined in sub-section (57) of section 2 of the
Companies Act, 2013;

t. 7
non-convertible debt securities’ means ‘debt securities’ as defined under the
Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities)
Regulations, 2021;

u. 8
‘non-convertible redeemable preference shares’, ‘‘non-convertible securities’,
‘perpetual debt instrument’ and ‘perpetual non-cumulative preference share’ shall
have the same meaning as assigned to them in the Securities and Exchange Board of
India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;
9
v. "offer document" shall have the same meaning assigned to it under clause (kk) of sub-
regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of

4
W.e.f 31.05.2018, vide SEBI Notification dated 31.05.2018
5
Word 2009 replaced “2018” & word (ee) & Regulation 2 inserted wef 5.5.2021 vide SEBI Notification dt 5.5.2021;
6
New Clause “ra” inserted w.e.f 13.07.2023, vide SEBI Notification dated 14.06.2023;
7
Clause (t) of Regulation 2(1) completely substituted wef 07.09.2021, vide SEBI Notification dated 07.09.2021;
8
Clause (u) of Regulation 2(1) completely substituted wef 07.09.2021, vide SEBI Notification dated 07.09.2021;
9
Word 2009 replaced “2018” & and word (kk) inserted w.e.f 5.05.2021 vide SEBI Notification dt 5.5.2021

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Capital and Disclosure Requirements) Regulations, 2018, 10clause (y) of sub-regulation

(1) of regulation 2 of the Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations, 2021, 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 11(Issue and
Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008, as
may be applicable;
12
w. "promoter" and "promoter group" shall have the same meaning as assigned to them
respectively in clauses (oo) and (pp) of sub-regulation (1) of regulation 2 of the Securities
and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018.
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.;
13
Provided that:
(a) any person or entity forming a part of the promoter or promoter group of the listed
entity; or

(b) any person or any entity, holding equity shares:

(i) of twenty per cent or more; or
(ii) of ten per cent or more, with effect from April 1, 2023;
in the listed entity either directly or on a beneficial interest basis as provided under
Section 89 of the Companies Act, 2013, at any time, during the immediate preceding
financial year; shall be deemed to be a related party:
Provided 14further 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 transaction involving a transfer of resources,
15

services or obligations between:

(i) a listed entity or any of its subsidiaries on one hand and a related party of the

10
Clause (v) of Regulation 2(1) amended by inserting Clause (y) and omitting Clause (j) & (p) w.e.f 07.09.2021, vide SEBI
Notification dated 07.09.2021;
11
New word inserted wef 6.9.2018 SEBI Notification 6.09.2018
12
“2009” replaced with “2018” & word (oo) and (pp) inserted wef 5.5.2021 vide SEBI Notification dt 5.5.2021;
13
First Proviso to Regulation 2(zb) completely substituted w.e.f 1.4.2022 vide SEBI Notification dated 09.11.2021;
14
New word “further” added w.e.f 01.04.2019 vide SEBI Notification dated 09.05.2018
15
Regulation 2(zc) completely substituted w.e.f 1.4.2022 vide SEBI Notification dt 9.11.2021;

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listed entity or any of its subsidiaries on the other hand; or

(ii) a listed entity or any of its subsidiaries on one hand, and any other person or
entity on the other hand, the purpose and effect of which is to benefit a related
party of the listed entity or any of its subsidiaries, with effect from April 1, 2023;
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.
Provided that the following shall not be a related party transaction:

(a) the issue of specified securities on a preferential basis, subject to compliance of the
requirements under the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018;
(b) the following corporate actions by the listed entity which are uniformly
applicable/offered to all shareholders in proportion to their shareholding:

(i) payment of dividend;

(ii) subdivision or consolidation of securities;
(iii) issuance of securities by way of a rights issue or a bonus issue; and
(iv) buy-back of securities.
(c) acceptance of fixed deposits by banks/Non-Banking Finance Companies at the terms
uniformly applicable/offered to all shareholders/public, subject to disclosure of the
same along with the disclosure of related party transactions every six months to the
stock exchange(s), in the format as specified by the Board:
Provided further that 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, & the provisions of the Companies Act, 1956 and Companies
Act, 2013, & the rules, regulations, circulars or guidelines made thereunder.

zg ‘16securitized debt instruments” shall have the meaning assigned to it under the
Securities and Exchange Board of India (Issue and Listing of Securitised Debt
Instruments and Security Receipts) Regulations, 2008’;

zga ‘17security receipts” shall have the meaning assigned to it under the Securities and
Exchange Board of India (Issue and Listing of Securitised Debt Instruments and Security
Receipts) Regulations, 2008”
zh “servicer” means servicer as defined under clause(t) of sub-regulation (1) of regulation
16
Clause (zg) fully substituted w.e.f 06.09.2018 vide SEBI Notification dated 06.09.2018
17
New Clause (zga) fully inserted w.e.f 06.09.2018 vide SEBI Notification dated 06.09.2018

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2 of the Securities and Exchange Board of India 18(Issue and Listing of Securitised Debt
Instruments and Security Receipts) Regulations, 2008;
19
zi "small and medium enterprises" or "SME" shall mean an entity which has issued
specified securities in accordance with the provisions of Chapter IX of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018;

zj 20
“SME Exchange” means an SME exchange as defined under clause (ddd) of sub-
regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018;
zk "stock exchange" 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
21

under clause (eee) 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;
22
zn “working days” means working days of the Stock exchange where the securities of the
entity are listed;
23
zo the expressions “For Profit Social Enterprise”, “Not for Profit Organization”, “Social
Enterprise”, “Social Stock Exchange”, “draft fund raising document”, “final fund raising
document”, “fund raising document”, “Social Auditor” and “Social Audit Firm” shall have
the same meaning as assigned to them in the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulation, 2018;”

(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.

3. Applicability of the regulations

(1) Unless otherwise provided, these regulations shall apply to a listed entity which has listed
any of the following designated securities on recognised stock exchange(s):
24
a. specified securities listed on main board or SME Exchange or Innovators Growth
Platform;

18
Word “Issue & Listing of Securitised --- Security Receipts” inserted wef 6.9.2018 SEBI Notification dated 6.09.2018
19
Word “2009” replaced with “2018” and word “IX” inserted w.e.f 5.05.2021 vide SEBI Notification dt 5.5.2021;
20
Word “2009” replaced with “2018” & word (ddd) & “2” inserted wef 5.05.2021 vide SEBI Notification dt 5.5.2021;
21
Word (eee) inserted w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;
22
New clause “zn- working days” inserted w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;
23
New clause “zo” inserted w.e.f 25.7.2022 vide SEBI Notification dated 25.7.2022;
24
Word “Institutional replaced with “Innovators Growth Platform” w.e.f 5.5.2021 vide SEBI Notification dt 5.5.2021

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 13 | P a g e

25
b. non-convertible securities,
c. Indian depository receipts;
d. securitised debt instruments;

da. 26security receipts;

e. units issued by mutual funds;

f. any other securities as may be specified by the Board.

27
(2) The provisions of these regulations which become applicable to listed entities on the basis
of market capitalisation criteria shall continue to apply to such entities even if they fall below
such thresholds.
28
(3) The provisions of these regulations which become applicable to listed entities on the basis
of the criterion of the value of outstanding listed debt securities shall continue to apply to
such entities even if they fall below such thresholds as mentioned in sub-regulation (1A) of
regulation 15;

25
Clause (b) of Regulation 3(1) completely substituted wef 07.09.2021, vide SEBI Notification dated 07.09.2021
26
New Clause inserted w.e.f 06.09.2018 SEBI Notification dated 06.09.2018
27
New Sub Regulation (2) inserted w.e.f 5.5.2021 vide SEBI notification dated 5.5.2021;
28
New Sub-Regulation (3) inserted in Regulation 3 wef 07.09.2021, vide SEBI Notification dated 07.09.2021;

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 14 | P a g e

CHAPTER II

PRINCIPLES GOVERNING DISCLOSURES AND OBLIGATIONS OF

LISTED ENTITY

4. Principles governing disclosures and obligations.

(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.

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 15 | P a g e

(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 concerning

fundamental corporate changes.

ii. opportunity to participate effectively and vote in general shareholder meetings.

iii. being informed 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.

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 16 | P a g e

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.

29
iv. The listed entity shall devise an effective vigil mechanism / whistle blower policy
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.

29
New word “Vigil Mechanism” & word “mechanism” replaced with “policy” inserted w.e.f 5.5.2021 vide SEBI
Notification dated 5.5.2021

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 17 | P a g e

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 divestment.

(2) Monitoring the effectiveness of the listed entity’s 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.

(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 entity’s 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 director’s evaluation framework.

iii. Other responsibilities:

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 18 | P a g e

(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 non-
executive 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 entity’s 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.
(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.

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 19 | P a g e

CHAPTER III
COMMON OBLIGATIONS OF LISTED ENTITIES

5. General obligation of compliance.

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.

6. Compliance Officer and his / her Obligations.

(1) A listed entity shall appoint a qualified company secretary as the compliance officer.

(1A) 30Any vacancy in the office of the Compliance Officer shall be filled by the listed entity at
the earliest and in any case not later than three months from the date of such vacancy:

Provided that the listed entity shall not fill such vacancy by appointing a person in interim
capacity, unless such appointment is made in accordance with the laws applicable in case
of a fresh appointment to such office and the obligations under such laws are made
applicable to such person.”

(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. 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.

7. Share Transfer Agent.

(1) The listed entity shall appoint a share transfer agent or manage the share transfer facility in-
house.

30
New Sub-Regulation (1A) inserted w.e.f 13.07.2023 vide SEBI notification dated 14.06.2023;

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 20 | P a g e

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 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 31thirty days from the end 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).

8. Co-operation with intermediaries registered with the Board.

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 requirements of 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.

9. Preservation of documents.

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;

31
Word “thirty days” inserted & word “each half” was deleted w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 21 | P a g e

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.

10. Filing of information.

(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 place infrastructure as required for compliance with sub-
regulation (1).

11. Scheme of Arrangement.

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).

12. Payment of dividend or interest or redemption or repayment.

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.

13. Grievance Redressal Mechanism.

32
(1) The listed entity shall redress investor grievances promptly but not later than twenty-one
calendar days from the date of receipt of the grievance and in such manner as may be
specified by the Board. The listed entity shall ensure that adequate steps are taken for
expeditious redressal of investor complaints. (Refer SEBI circular No.
SEBI/HO/OIAE/IGRD/CIR/P2023/156 dated 20th September, 2023, for detailed Redressal of
Investor Grievances)

32
Regulation 13(1) substituted and new Sub-Regulation (5) inserted vide SEBI (Facilitation of Grievance Redressal
Mechanism) (Amendment) Regulations, 2023 dated 16.08.2023;

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 22 | P a g e

(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 be placed, on quarterly basis, before
the board of directors of the listed entity.

(5) The Board may also recognize a body corporate for handling and monitoring the process of
grievance redressal within such time and in such manner as may be specified.

14. Fees and other charges to be paid to the recognized stock exchange(s)

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).

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 23 | P a g e

CHAPTER IV
A OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS
SPECIFIED SECURITIES 33AND NON-CONVERTIBLE DEBT SECURITIES
15. Applicability.

(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 34Innovators Growth Platform:
35
(1A) The provisions of this regulation and regulation 16 to regulation 27 of this chapter shall
apply to a listed entity which has listed its non-convertible debt securities and has an
outstanding value of listed non-convertible debt securities of Rupees Five Hundred Crore
and above:

Provided that in case an entity that has listed its non-convertible debt securities triggers the
specified threshold of Rupees Five Hundred Crore during the course of the year, it shall
ensure compliance with these provisions within six months from the date of such trigger.

Provided further that these provisions shall be applicable to a ‘high value debt listed entity’
on a ‘comply or explain’ basis until 36March 31, 2024 and on a mandatory basis thereafter.

Explanation (1)- The entities referred in the first proviso to sub-regulation (1A) of regulation
15 are referred to as ‘high value debt listed entities’ for the purpose of this chapter.

Explanation (2) - The ‘high value debt listed entities’ on the date of notification of this
amendment would be determined on basis of value of principal outstanding of listed debt
securities as on March 31, 2021.

Explanation (3) - ‘Comply or explain’ for the purpose of the second proviso to sub-regulation
(1A) of regulation 15 shall mean that the entity shall endeavour to comply with the provisions
and achieve full compliance by 37March 31, 2024. In case the entity is not able to achieve full
compliance with the provisions, till such time, it shall explain the reasons for such non-
compliance/ partial compliance and the steps initiated to achieve full compliance in the
quarterly compliance report filed under clause (a), sub-regulation (2) of regulation 27 of these
regulations.

Explanation (4) –
38

33
Word “non-convertible debt securities” added in heading wef 7.9.2021 vide SEBI Notification dated 7.9.2021;
34
Institutional trading platform replaced with “Innovators Growth Platform” vide SEBI Notification w.e.f 5.05.2021
35
New Sub-Regulation (1A) inserted in Regulation 15 wef 7.9.2021 vide SEBI Notification dated 7.9.2021;
36
Word “2023” was replaced with word “2024” w.e.f 14.06.2023, vide SEBI Notification dated 14.06.2023;
37
Word “2023” was replaced with word “2024” w.e.f 14.06.2023, vide SEBI Notification dated 14.06.2023;
38
Explanation (4) deleted w.e.f 1.04.2023 vide SEBI Notification dated 17.01.2023;

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 24 | P a g e

39
(1B) Notwithstanding anything contained in this regulation, in case of an Infrastructure
Investment Trust registered under the provisions of the Securities and Exchange Board of
India (Infrastructure Investment Trusts) Regulations, 2014, the governance norms specified
under the Securities and Exchange Board of India (Infrastructure Investment Trusts)
Regulations, 2014 shall be applicable.
40
(1C) Notwithstanding anything contained in this regulation, in case of a Real Estate Investment
Trust registered under the provisions of the Securities and Exchange Board of India (Real
Estate Investment Trust) Regulations, 2014, the governance norms specified under the
Securities and Exchange Board of India (Real Estate Investment Trust) Regulations, 2014
shall be applicable.

(2) The compliance with the corporate governance provisions as specified in regulations 17,
41
17A, 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) 42and (t) of sub-
regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply, in respect
of -

a) a 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.
43
Provided that where the provisions of the regulations 17 to 27, clauses (b) to (i) and (t)
of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V become
applicable to the listed entity at a later date, it shall ensure compliance with the same
within six months from such date.
44
Provided further that once the above regulations become applicable to a listed entity,
they shall continue to remain applicable till such time the equity share capital or the net-
worth of such entity reduces and remains below the specified threshold for period of three
consecutive financial years.

b) a listed entity which has listed its specified securities on the SME Exchange.
45
** Proviso deleted
46
(2A) The provisions as specified in regulation 17 shall not be applicable during the insolvency
resolution process period in respect of a listed entity 47or a high value debt listed entity
which is undergoing corporate insolvency resolution process under the Insolvency Code.

39
New Sub-Regulation (1B) inserted in Regulation 15 w.e.f 1.04.2023 vide SEBI Notification dated 17.01.2023;
40
New Sub-Regulation (1C) inserted in Regulation 15 w.e.f 1.04.2023 vide SEBI Notification dated 17.01.2023;
41
New word “17A” and “24A” inserted in Regulation 15(2) w.e.f 1.4.2021 vide SEBI Notification dated 9.5.2018;
42
New Word “and (t)” inserted w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;
43
Existing Proviso completely substituted under clause (a) w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;
44
New Proviso inserted after existing Proviso under clause (a) w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;
45
**Proviso to Clause (b) shall omitted w.e.f 1.09.2021 vide SEBI Notification dated 5.5.2021;
46
Regulations (2A) & (2B) inserted after Regulation 15(2) w.e.f 31.05.2018 vide SEBI Notification dated 31.05.2018
47
Word “or a high value debt listed entity” added in Regulation 15 (2A) & (2B) w.e.f 07.9.2021 vide SEBI Notification
dated 07.9.2021;

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 25 | P a g e

Provided that the role and responsibilities of the board of directors as specified under
regulation 17 shall be fulfilled by the interim resolution professional or resolution
professional in accordance with sections 17 and 23 of the Insolvency Code.
(2B) The provisions as specified in regulations 18, 19, 20 and 21 shall not be applicable during
the insolvency resolution process period in respect of a listed entity or a high value debt
listed entity which is undergoing corporate insolvency resolution process under the
Insolvency Code.
Provided that the roles and responsibilities of the committees specified in the respective
regulations shall be fulfilled by the interim resolution professional or resolution
professional."

(3) Notwithstanding sub-regulation (2) above, the provisions of Companies Act, 2013 shall
continue to apply, wherever applicable.

16. Definitions

(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 48or member of the promoter group of the listed entity;

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 49three two immediately
preceding financial years or during the current financial year;
50
v. none of whose relatives

(A) is holding securities of or interest in the listed entity, its holding, subsidiary
or associate company during the three immediately preceding financial years
or during the current financial year of face value in excess of fifty lakh rupees
or two percent of the paid-up capital of the listed entity, its holding, subsidiary
or associate company, respectively, or such higher sum as may be specified;

48
New word inserted after associate Company w.e.f 1.10.2018 vide SEBI Notification dated 09.05.2018
49
Word “two” substituted with word “three” vide SEBI notification dated 3.08.2021 w.e.f 1.1.2022
50
Regulation 16(1)(b)(v) completely substituted vide SEBI notification dated 3.08.2021 w.e.f 1.1.2022

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 26 | P a g e

(B) is indebted to the listed entity, its holding, subsidiary or associate company or
their promoters or directors, in excess of such amount as may be specified
during the three immediately preceding financial years or during the current
financial year;

(C) has given a guarantee or provided any security in connection with the
indebtedness of any third person to the listed entity, its holding, subsidiary or
associate company or their promoters or directors, for such amount as may
be specified during the three immediately preceding financial years or during
the current financial year; or

(D) has any other pecuniary transaction or relationship with the listed entity, its
holding, subsidiary or associate company amounting to two percent or more
of its gross turnover or total income:

Provided that the pecuniary relationship or transaction with the listed entity,
its holding, subsidiary or associate company or their promoters, or directors
in relation to points (A) to (D) above shall not exceed two percent of its gross
turnover or total income or fifty lakh rupees or such higher amount as may be
specified from time to time, whichever is lower.

vi. who, neither himself / herself, 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 51or any Company belonging to the Promoter group of the Listed
entity in any of the three financial years immediately preceding the financial
year in which he is proposed to be appointed;

Provided that in case of a relative, who is an employee other than key

managerial personnel, the restriction under this clause shall not apply for his
/ her employment.

(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

51
Word “herself” and “or any Company ---- entity” and new Proviso to (A) inserted in Regulation 16(1)(b)(vi)(A) vide
SEBI notification dated 3.08.2021 w.e.f 1.1.2022

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 27 | P a g e

(D) is a chief executive or director, by whatever name called, of any non-profit

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;
52
viii. who is not a non-independent director of another company on the board of
which any non-independent director of the listed entity is an independent director;
53
Explanation- In case of a ‘high value debt listed entity’:
(a) which is a body corporate, mandated to constitute its board of directors in a
specific manner in accordance with the law under which it is established, the
non- executive directors on its board shall be treated as independent directors;
(b) which is a Trust, mandated to constitute its ‘board of trustees’ in accordance
with the law under which it is established, the non-employee trustees on its
board shall be treated as independent directors.”

c. “material subsidiary” shall mean a subsidiary, whose income or net worth exceeds 54ten
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 the officers and personnel of the listed entity who are
55

members of its core management team, excluding the Board of Directors, and shall also
comprise all the members of the management one level below the Chief Executive Officer
or Managing Director or Whole Time Director or Manager (including Chief Executive
Officer or Manager, in case they are not part of the Board of Directors) and shall
specifically include the functional heads, by whatever name called and the Company
Secretary and Chief Financial Officer.

17. Board of Directors.

(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 non-executive
directors with at least one woman director and not less than fifty per cent. of the board of
directors shall comprise of non-executive directors.

52
New Sub-Clause (viii) inserted after sub-clause (vii) w.e.f 1.10.2018 vide SEBI Notification dated 09.05.2018
53
Explanation added after sub-clause(viii) in Regulation 16 (1)(b) wef 7.09.2021 vide SEBI Notification dt 7.09.2021
54
The word “twenty” substituted by word “Ten” w.e.f 01.04.2019 vide SEBI Notification dated 09.05.2018;
55
Definition of Senior Management completely substituted w.e.f 17.01.2023 vide SEBI Notification dated 17.01.2023;

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 28 | P a g e

56
Provided that the Board of directors of the top 500 listed entities shall have at least one
independent woman director by April 1, 2019 and the Board of directors of the top 1000
listed entities shall have at least one independent woman director by April 1, 2020.

Explanation: The top 500 and 1000 entities shall be determined on the basis of market
capitalisation, as at the end of the immediate previous financial year.

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.
57
c. The board of directors of the top 1000 listed entities (with effect from April 1, 2019) and
the top 2000 listed entities (with effect from April 1, 2020) shall comprise of not less than
six directors.
Explanation: The top 1000 and 2000 entities shall be determined on the basis of market
capitalisation as at the end of the immediate previous financial year.
58
d. where the listed company has outstanding SR equity shares, atleast half of the board
of directors shall comprise of independent directors.
59
(1A) No listed entity shall appoint a person or continue the directorship of any person as a
non-executive director who has attained the age of seventy five years unless a special
resolution is passed to that effect, in which case the explanatory statement annexed to
the notice for such motion shall indicate the justification for appointing such a person.
60
(1B) DELETED

61
(1C) The listed entity shall ensure that approval of shareholders for appointment 62or re-
appointment of a person on the Board of Directors 63or as a manager is taken at the

56
New proviso & explanation inserted w.e.f 01.04.2019 vide SEBI Notification dated 09.05.2018
57
New clause & explanation after clause (b) inserted w.e.f 01.04.2019 vide SEBI Notification dated 09.05.2018
58
New clause inserted after clause (c) w.e.f 29.07.2019 vide SEBI Notification dated 29.07.2019
59
Two New sub-regulation(s) i.e. 1A & 1B, proviso and explanation inserted after Regulation 17(1) w.e.f 01.04.2019
vide SEBI Notification dated 09.05.2018.
60
Sub-Regulation (1B) of Regulation 17 omitted w.e.f 22.03.2022 vide SEBI Notification dated 22.03.2022.
61
New sub-regulation (1C) inserted after Regulation 17(1B) vide SEBI Notification dated 03.08.2021 w.e.f 1.1.2022
62
Word “or re-appointment” inserted in Regulation 17 (1C) w.e.f 17.01.2023 vide SEBI Notification dated 17.01.2023;
63
Word “or as a manager” added vide SEBI Notification dated 24.01.2022;

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 29 | P a g e

next general meeting or within a time period of three months from the date of
appointment, whichever is earlier.
64
Provided that a public sector company shall ensure that the approval of the
shareholders for appointment or re-appointment of a person on the Board of Directors
or as a Manager is taken at the next general meeting.
65
Provided further that the appointment or a re-appointment of a person, including
as a managing director or a whole-time director or a manager, who was earlier
rejected by the shareholders at a general meeting, shall be done only with the prior
approval of the shareholders.

Provided further that the statement referred to under sub-section (1) of section 102
of the Companies Act, 2013, annexed to the notice to the shareholders, for
considering the appointment or re-appointment of such a person earlier rejected by
the shareholders shall contain a detailed explanation and justification by the
Nomination and Remuneration Committee and the Board of directors for
recommending such a person for appointment or re-appointment.
66
(1D) With effect from April 1, 2024, the continuation of a director serving on the board of
directors of a listed entity shall be subject to the approval by the shareholders in a
general meeting at least once in every five years from the date of their appointment
or reappointment, as the case may be:

Provided that the continuation of the director serving on the board of directors of a
listed entity as on March 31, 2024, without the approval of the shareholders for the
last five years or more shall be subject to the approval of shareholders in the first
general meeting to be held after March 31, 2024:

Provided further that the requirement specified in this regulation shall not be
applicable to the Whole-Time Director, Managing Director, Manager, Independent
Director or a Director retiring as per the sub-section (6) of section 152 of the
Companies Act, 2013, if the approval of the shareholders for the reappointment or
continuation of the aforesaid directors or Manager is otherwise provided for by the
provisions of these regulations or the Companies Act, 2013 and has been complied
with:

Provided further that the requirement specified in this regulation shall not be
applicable to the director appointed pursuant to the order of a Court or a Tribunal or
to a nominee director of the Government on the board of a listed entity, other than a
public sector company, or to a nominee director of a financial sector regulator on the
board of a listed entity.

Provided further that the requirement specified in this regulation shall not be
applicable to a director nominated by a financial institution registered with or
regulated by the Reserve Bank of India under a lending arrangement in its normal

64
One New Proviso added in Sub-Regulation (1C) w.e.f 17.01.2023 vide SEBI Notification dated 17.01.2023;
65
Two New Proviso(s) added in Sub-Regulation (1C) vide SEBI Notification dated 24.01.2022;
66
New Sub-Regulation (1D) & (1E) inserted in Regulation 17 w.e.f 13.07.2023, vide SEBI Notification dated 14.06.2023;

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 30 | P a g e

course of business or nominated by a Debenture Trustee registered with the Board

under a subscription agreement for the debentures issued by the listed entity.

(1E) Any vacancy in the office of a director shall be filled by the listed entity at the earliest
and in any case not later than three months from the date such vacancy.

Provided that if the listed entity becomes non-compliant with the requirement under
sub-regulation (1) of this regulation, due to expiration of the term of office of any
director, the resulting vacancy shall be filled by the listed entity not later than the date
such office is vacated.

Provided further that this sub-regulation shall not apply if the listed entity fulfils the
requirement under sub-regulation (1) of this regulation without filling the vacancy.

(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.
67
(2A) The quorum for every meeting of the board of directors of the top 1000 listed entities with
effect from April 1, 2019 and of the top 2000 listed entities with effect from April 1, 2020 shall
be one-third of its total strength or three directors, whichever is higher, including at least one
independent director;

Explanation I – For removal of doubts, it is clarified that the participation of the directors by
video conferencing or by other audio-visual means shall also be counted for the purposes of
such quorum.

Explanation II - The top 1000 and 2000 entities shall be determined on the basis of market
capitalisation, as at the end of the immediate previous financial year.”

(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.

67
New sub-regulation (2A) and explanation inserted after Regulation 17(2) w.e.f 01.04.2019 vide SEBI notification dated
09.05.2018

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 31 | P a g e

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.
68
ca) The approval of shareholders by special resolution shall be obtained every year, in
which the annual remuneration payable to a single non-executive director exceeds fifty
per cent of the total annual remuneration payable to all non-executive directors, giving
details of the remuneration thereof.
d. Independent directors shall not be entitled to any stock option.
69
e. The fees or compensation payable to executive directors who are promoters or
members of the promoter group, shall be subject to the approval of the shareholders by
special resolution in general meeting, if-

i. the annual remuneration payable to such executive director exceeds rupees 5

crore or 2.5 per cent of the net profits of the listed entity, whichever is higher; or
ii. where there is more than one such director, the aggregate annual remuneration
to such directors exceeds 5 per cent of the net profits of the listed entity:

Provided that the approval of the shareholders under this provision shall be valid
only till the expiry of the term of such director.

Explanation: For the purposes of this clause, net profits shall be calculated as
per section 198 of the Companies Act, 2013.

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

(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) 70The evaluation of independent directors shall be done by the entire board of directors
which shall include
a. Performance of the Directors; and

68
New sub-clause inserted after clause (c) w.e.f 01.04.2019 vide SEBI notification dated 09.05.2018
69
New clause, Proviso & explanation inserted after clause (d) w.e.f 01.04.2019 vide SEBI notification dated 09.05.2018
70
Sub- Regulation (10) completely substituted w.e.f 01.04.2019 vide SEBI Notification dated 09.05.2018

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 32 | P a g e

b. fulfillment of the independence criteria as specified in these regulations and their

independence from the management.

Provided that in the above evaluation the directors who are subject to evaluation
shall not participate.

(11) 71The statement to be annexed to the notice as referred to in sub-section (1) of section 102
of the Companies Act, 2013 for each item of special business to be transacted at a general
meeting shall also set forth clearly the recommendation of the board to the shareholders on
each of the specific items.

17A. 72Maximum number of directorships.

The directors of listed entities shall comply with the following conditions with respect to the
maximum number of directorships, including any alternate directorships that can be held by
them at any point of time –

(1) A person shall not be a director in more than eight listed entities with effect from April 1, 2019
and in not more than seven listed entities with effect from April 1, 2020.

Provided that a person shall not serve as an independent director in more than seven listed
entities.

(2) Notwithstanding the above, any person who is serving as a whole time director / managing
director in any listed entity shall serve as an independent director in not more than three
listed entities.
73
Explanation: For the purpose of this regulation, the count for the number of listed entities
on which a person is a director / independent director shall be only those whose equity shares
are listed on a stock exchange.

18. Audit Committee.

(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.
74
b. At- least two-thirds of the members of audit committee shall be independent directors
75
and in case of a listed entity having outstanding SR equity shares, the audit committee
shall only comprise of 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.

71
New Sub-Regulation (11) inserted in Regulation 10 w.e.f 01.04.2019 vide SEBI Notification dt 9.05.2018
72
New Regulation “17A” inserted after Regulation 17 w.e.f 01.04.2019 vide SEBI Notification dated 9.05.2018
73
Word “sub” deleted w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;
74
Word “At-least” inserted in Regulation 18(1)(b) vide SEBI notification dated 03.08.2021 w.e.f 1.1.2022
75
Clause (b) of Regulation 18(1) modified w.e.f 29.07.2019 vide SEBI Notification dated 29.07.2019;

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 33 | P a g e

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 individual’s financial
sophistication, including being or having been a chief executive officer, chief financial officer
or other senior officer with financial oversight responsibilities.
76
d. The chairperson of the audit committee shall be an independent director and he / she
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 either be two members or one third of the
members of the audit committee, whichever is greater, with at least two 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 the audit committee and the information to be reviewed by the audit committee
shall be as specified in Part C of Schedule II.

19. Nomination and remuneration committee.

(1) 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 77two-thirds of the directors shall be independent directors 78.

76
New word ‘she /” inserted w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021
77
Word “two-thirds” inserted and word “50 percent” deleted in Regulation 19(1)(c) vide SEBI Notification dated
03.08.2021 w.e.f 1.1.2022;
78
Word “and in case …. of Independent Directors” deleted vide SEBI Notification dated 03.08.2021 w.e.f 1.1.2022;

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 34 | P a g e

(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.

(2A) 79The quorum for a meeting of the nomination and remuneration committee shall be either
two members or one third of the members of the committee, whichever is greater, including
at least one independent director in attendance.

(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.
(3A) 80The nomination and remuneration committee shall meet at least once in a year.
(4) The role of the nomination and remuneration committee shall be as specified as in Part D of
the Schedule II.

20. Stakeholders Relationship Committee.

(1) The listed entity shall constitute a Stakeholders Relationship Committee to specifically look
into 81various aspects of interest of shareholders, debenture holders and other security
holders.

(2) The chairperson of this committee shall be a non-executive director.

(2A) 82At least three directors, with at least one being an independent director, shall be members
of the Committee 83and in case of a listed entity having outstanding SR equity shares, at
least two thirds of the Stakeholders Relationship Committee shall comprise of independent
directors.
84
(3) The Chairperson of the Stakeholders Relationship Committee shall be present at the
annual general meetings to answer queries of the security holders.
(3A) 85The stakeholders relationship committee shall meet at least once in a year.

(4) The role of the Stakeholders Relationship Committee shall be as specified as in Part D of
the Schedule II.

79
New Sub- Regulation (2A) inserted after Regulation 19 (2) w.e.f 01.04.2019 vide SEBI Notification dt 09.05.2018.
80
New Sub- Regulation (3A) inserted after Regulation 19 (3) w.e.f 01.04.2019 vide SEBI Notification dt 09.05.2018
81
The words substituted with new words w.e.f 01.04.2019 vide SEBI Notification dated 09.05.2018
82
New Sub- Regulation (2A) inserted after Regulation 20 (2) w.e.f 01.04.2019 vide SEBI Notification dt 09.05.2018
83
Sub-Regulation (2A) of Regulation 20 modified w.e.f 29.07.2019 vide SEBI Notification dated 29.07.2019
84
Regulation 20 (3) completely substituted w.e.f 01.04.2019 vide SEBI Notification dated 09.05.2018;
85
New Sub- Regulation (3A) inserted after Regulation 20 (3) w.e.f 01.04.2019 vide SEBI Notification dt 09.05.2018;

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 35 | P a g e

21. Risk Management Committee.

(1) The board of directors shall constitute a Risk Management Committee.

86
(2) The Risk Management Committee shall have minimum three members with majority of
them being members of the board of directors, including at least one independent director
and in case of a listed entity having outstanding SR equity shares, at least two thirds of the
Risk Management Committee shall comprise independent 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.

(3A)87The risk management committee shall meet at least 88

twice in a year.

(3B)89The quorum for a meeting of the Risk Management Committee shall be either two
members or one third of the members of the committee, whichever is higher, including at
least one member of the board of directors in attendance.

(3C)90The meetings of the risk management committee shall be conducted in such a manner
that on a continuous basis not more than one hundred and eighty days shall elapse between
any two consecutive meetings.
(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 91such function shall specifically cover
cyber security.
92
Provided that the role and responsibilities of the Risk Management Committee shall
mandatorily include the performance of functions specified in Part D of Schedule II.
93
(5) The provisions of this regulation shall be applicable to:

i. the top 1000 listed entities, determined on the basis of market capitalization as at the end
of the immediate preceding financial year; and

ii. a ‘high value debt listed entity’.

94
(6) The Risk Management Committee shall have powers to seek information from any
employee, obtain outside legal or other professional advice and secure attendance of
outsiders with relevant expertise, if it considers necessary.

86
Sub-Regulation (2) substituted completely w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;
87
New Sub- Regulation (3A) inserted after Regulation 21 (3) wef 01.04.2019 vide SEBI Notification dated 9.5.2018;
88
Word “once” replaced with word “twice” w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;
89
New Sub- Regulation (3B) inserted after Regulation 3A w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;
90
New Sub- Regulation (3C) inserted after Regulation 3B w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;
91
New words inserted in Regulation 21(4) w.e.f 01.04.2019 vide SEBI Notification dated 09.05.2018;
92
New Proviso inserted after Sub-Regulation (4) w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;
93
Sub-Regulation (5) completely substituted w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021;
94
New Sub- Regulation (6) inserted after Regulation (5) w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;

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 36 | P a g e

22. Vigil Mechanism

95
(1) The listed entity shall formulate a vigil mechanism / whistle blower policy 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.

23. Related party transactions

(1) The listed entity shall formulate a policy on materiality of related party transactions and on
dealing with related party transactions 96including clear threshold limits duly approved by the
board of directors and such policy shall be reviewed by the board of directors at least once
every three years and updated accordingly.

97
Explanation- Provided that 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 rupees one thousand crore or ten per cent of
the annual consolidated turnover of the listed entity as per the last audited financial
statements of the listed entity, whichever is lower.

(1A) 98Notwithstanding the above 99with effect from July 01 2019, a transaction involving
payments made to a related party with respect to brand usage or royalty shall be considered
material if the transaction(s) to be entered into individually or taken together with previous
transactions during a financial year, exceed 100five 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 101and subsequent material modifications shall require prior
approval of the audit committee of the listed entity. (Refer to SEBI circular No.
SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated 22th November 2021, for details to be provided to Audit
Committee while taking approval of RPT)

102
Provided that only those members of the audit committee, who are independent directors,
shall approve related party transactions.

95
The word “whistle blower policy” inserted w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;
96
New words inserted in Regulation 23(1) w.e.f 01.04.2019 vide SEBI Notification dated 09.05.2018;
97
Explanation to Regulation 23(1) completely substituted w.e.f 1.04.2022 vide SEBI Notification dated 09.11.2021;
98
New Sub- Regulation (1A) inserted after Regulation 23 (1) wef 1.04.2019 vide SEBI Notification dated 09.05.2018;
99
New words inserted in Regulation 23(1A) w.e.f 01.07.2019 vide SEBI Notification dated 29.03.2019;
100
The word “two” substituted by word “five” vide SEBI Notification dated 27.6.2019;
101
Word “and …. modification” & “of listed entity” inserted w.e.f 1.4.2022 vide SEBI Notification dated 9.11.2021;
102
New Proviso inserted to Regulation 23(2) w.e.f 1.1.2022 vide SEBI Notification dated 03.08.2021;

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 37 | P a g e

103
Provided further that:

a. the audit committee of a listed entity shall define “material modifications” and disclose it
as part of the policy on materiality of related party transactions and on dealing with
related party transactions;

b. a related party transaction to which the subsidiary of a listed entity is a party but the listed
entity is not a party, shall require prior approval of the audit committee of the listed entity
if the value of such transaction whether entered into individually or taken together with
previous transactions during a financial year exceeds ten per cent of the annual
consolidated turnover, as per the last audited financial statements of the listed entity;

c. with effect from April 1, 2023, a related party transaction to which the subsidiary of a
listed entity is a party but the listed entity is not a party, shall require prior approval of the
audit committee of the listed entity if the value of such transaction whether entered into
individually or taken together with previous transactions during a financial year, exceeds
ten per cent of the annual standalone turnover, as per the last audited financial
statements of the subsidiary;

d. prior approval of the audit committee of the listed entity shall not be required for a related
party transaction to which the listed subsidiary is a party but the listed entity is not a
party, if regulation 23 and sub-regulation (2) of regulation 15 of these regulations are
applicable to such listed subsidiary.

Explanation: For related party transactions of unlisted subsidiaries of a listed subsidiary

as referred to in (d) above, the prior approval of the audit committee of the listed
subsidiary shall suffice.

(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;

103
New Proviso inserted to Regulation 23(2) w.e.f 1.4.2022 vide SEBI Notification dated 09.11.2021;

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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

(4) All material related party transactions 104and subsequent material modifications as defined
by the audit committee under sub-regulation (2) shall require prior approval of the
shareholders through resolution and 105no related party shall vote to approve such resolutions
whether the entity is a related party to the particular transaction or not.
106
Provided that prior approval of the shareholders of a listed entity shall not be required for
a related party transaction to which the listed subsidiary is a party but the listed entity is not
a party, if regulation 23 and sub-regulation (2) of regulation 15 of these regulations are
applicable to such listed subsidiary.

Explanation: For related party transactions of unlisted subsidiaries of a listed subsidiary as

referred above, the prior approval of the shareholders of the listed subsidiary shall suffice.
107
Provided further that the requirements specified under this sub-regulation shall not apply
in respect of a resolution plan approved under section 31 of the Insolvency Code, subject to
the event being disclosed to the recognized stock exchanges within one day of the resolution
plan being approved.

(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.
108
c. transactions entered into between two wholly-owned subsidiaries of the listed
holding company, whose accounts are consolidated with such holding company and
placed before the shareholders at the general meeting for approval.

104
Word “and ----- sub-Regulation (2)” & “prior” inserted w.e.f 1.04.2022 vide SEBI Notification dated 09.11.2021;
105
Word “the related ….voting” deleted & new word “no related …to approve” added w.e.f 01.04.2019 vide SEBI
Notification dated 09.05.2018;
106
New Proviso inserted in Regulation 23 (4) w.e.f 1.04.2022 vide SEBI Notification dated 09.11.2021;
107
New Proviso inserted in Regulation 23 (4) w.e.f 31.05.2018 vide SEBI Notification dated 31.05.2018;
108
New clause (c) inserted in Regulation 23(5) w.e.f 1.04.2022 vide SEBI Notification dated 09.11.2021;

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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.
109
(7) Omitted. For the purpose of this regulation, all entities falling under the definition of related
parties shall not vote to approve the relevant transaction 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.

110
(9) The listed entity shall submit to the stock exchanges disclosures of related party
transactions in the format as specified by the Board from time to time, and publish the same
on its website. (Format of Disclosure of Related Party Transactions can be accessed at SEBI circular
SEBI/HO/CFD/CMD1/CIR/P/2021/662 dated November 22, 2021)

Provided that a ‘high value debt listed entity’ shall submit such disclosures along with its
standalone financial results for the half year:

Provided further that the listed entity shall make such disclosures every six months within
fifteen days from the date of publication of its standalone and consolidated financial results:

Provided further that the listed entity shall make such disclosures every six months on the
date of publication of its standalone and consolidated financial results with effect from April
1, 2023.

24. Corporate governance requirements with respect to subsidiary of listed entity.

111
(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, whether incorporated in
India or not.

Explanation- For the purposes of this provision, notwithstanding anything to the contrary
contained in regulation 16, the term “material subsidiary” shall 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.

(2) The audit committee of the listed entity shall also review the financial statements, in
particular, the investments made by the unlisted subsidiary.

109
Regulation 23(7) is omitted w.e.f 1.04.2022 vide SEBI Notification dated 09.11.2021
110
Sub-Regulation (9) completely substituted w.e.f 1.04.2022 vide SEBI Notification dated 09.11.2021;
111
Regulation 24(1) completely substituted with explanation wef 1.4.2019 vide SEBI Notification dated 09.05.2018;

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(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 112subsidiary 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 113or equal
to fifty percent or cease the exercise of control over the subsidiary without passing a special
resolution in its General Meeting except in cases where such divestment is made under a
scheme of arrangement duly approved by a Court/Tribunal 114or under a resolution plan duly
approved under section 31 of the Insolvency Code and such an event is disclosed to the
recognized stock exchanges within one day of the resolution plan being approved.

(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 115or under a resolution
plan duly approved under section 31 of the Insolvency Code and such an event is disclosed
to the recognized stock exchanges within one day of the resolution plan being approved.

(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.

24A. 116
Secretarial Audit and 117Secretarial Compliance Report.

118
(1) Every listed entity and its material unlisted subsidiaries incorporated in India shall
undertake secretarial audit and shall annex a Secretarial Audit Report, given by a company
secretary in practice, in such form as specified, with the Annual Report of the listed entity.
119
(2) Every listed entity shall submit a secretarial compliance report in such form as specified,
to stock exchanges, within sixty days from end of each financial year.

112
Word “material” deleted w.e.f 01.04.2019 vide SEBI Notification dated 09.05.2018;
113
Word “or equal to” inserted w.e.f 5.5.2021 vide SEBI notification dated 5.5.2021;
114
Word inserted in Regulation 24(5) w.e.f 31.05.2018 vide SEBI notification dated 31.05.2018;
115
Word inserted in Regulation 24(6) w.e.f 31.05.2018 vide SEBI notification dated 31.05.2018;
116
New Regulation 24A inserted vide SEBI notification dated 09.05.2018;
117
Word “Secretarial Compliance Report” inserted in Heading 24A w.e.f 5.5.2021 vide SEBI notification dt 5.5.2021;
118
Sub-Regulation (1) substituted completely w.e.f 5.5.2021 vide SEBI notification dated 5.5.2021;
119
Sub-Regulation (2) inserted after Sub-regulation (1) w.e.f 5.5.2021 vide SEBI notification dated 5.5.2021;

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25. Obligations with respect to independent directors.

120
(1) No person shall be appointed or continue as an alternate director for an independent
director of a listed entity with effect from October 1, 2018.
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.
121
(2A) The appointment, re-appointment or removal of an independent director of a listed entity,
shall be subject to the approval of shareholders by way of a special resolution.
122
Provided that where a special resolution for the appointment of an independent director
fails to get the requisite majority of votes but the votes cast in favour of the resolution exceed
the votes cast against the resolution and the votes cast by the public shareholders in favour
of the resolution exceed the votes cast against the resolution, then the appointment of such
an independent director shall be deemed to have been made under sub-regulation (2A):

Provided further that an independent director appointed under the first proviso shall be
removed only if the votes cast in favour of the resolution proposing the removal exceed the
votes cast against the resolution and the votes cast by the public shareholders in favour of
the resolution exceed the votes cast against the resolution.

(3) The independent directors of the listed entity shall hold at least one meeting in a 123financial
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, inter alia-

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 / her knowledge, attributable
through processes of board of directors, and with his / her consent or connivance or where
he / she had not acted diligently with respect to the provisions contained in these regulations.

120
Sub- Regulation 25(1) completely substituted w.e.f 01.10.2018 vide SEBI notification dated 09.05.2018;
121
New sub-regulation (2A) inserted after Regulation 25(2) vide SEBI notification dated 03.08.2021 w.e.f 1.1.2022;
122
New Two Proviso inserted after Regulation 25(2A) vide SEBI notification w.e.f 14.11.2022;
123
Word “financial” inserted w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;

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(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 124 three months from the date of such vacancy:

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:

a. nature of the industry in which the listed entity operates;

b. business model of the listed entity;
c. roles, rights, responsibilities of independent directors; and
d. any other relevant information.
125
(8) Every independent director shall, at the first meeting of the board in which he / she
participates as a director and thereafter at the first meeting of the board in every financial
year or whenever there is any change in the circumstances which may affect his / her status
as an independent director, submit a declaration that he / she meets the criteria of
independence as provided in clause (b) of sub-regulation (1) of regulation 16 and that he /
she is not aware of any circumstance or situation, which exist or may be reasonably
anticipated, that could impair or impact his / her ability to discharge his / her duties with an
objective independent judgment and without any external influence.

(9) The board of directors of the listed entity shall take on record the declaration and confirmation
submitted by the independent director under sub-regulation (8) after undertaking due
assessment of the veracity of the same.

(10) With effect from 126January 1, 2022, the top 1000 listed entities by market capitalization
calculated as on March 31 of the preceding financial year, shall undertake Directors and
Officers insurance (‘D and O insurance’) for all their independent directors of such quantum
and for such risks as may be determined by its board of directors.

(11) 127No independent director, who resigns from a listed entity, shall be appointed as an
executive / whole time director on the board of the listed entity, its holding, subsidiary or
associate company or on the board of a company belonging to its promoter group, unless a
period of one year has elapsed from the date of resignation as an independent director.

(12) 128A ‘high value debt listed entity’ shall undertake Directors and Officers insurance (D and
O insurance) for all its independent directors for such sum assured and for such risks as
may be determined by its board of directors.

124
Words “the immediate next …. board of directors or” & “whichever is later” are deleted vide SEBI notification dated
03.08.2021 w.e.f 1.1.2022;
125
Three New Sub-Regulations (8), (9) & (10) inserted w.e.f 1.4.2019 vide SEBI notification dated 09.05.2018;
126
Word” January 1, 2022” & “1000” substituted with word “October 1, 2018 & 500” vide SEBI notification dated
03.08.2021 w.e.f 1.1.2022;
127
New Sub-regulation (11) inserted after Regulation 25(10) vide SEBI notification dated 03.08.2021 w.e.f 1.1.2022;
128
New Sub-Regulation (12) inserted in Regulation 25 wef 7.9.2021 vide SEBI Notification dated 07.09.2021;

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26. Obligations w.r.t employees incl Sr. management, 129Key Managerial Personnel,
Directors & promoters.

(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 / she 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, 130high value debt securities 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.
131
(4) Omitted.
(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.

(6) No employee including key managerial personnel or director or promoter of a listed entity
shall enter into any agreement for himself / herself or on behalf of any other person, with any
shareholder or any other third party with regard to compensation or profit sharing in
connection with dealings in the securities of such listed entity, unless prior approval for the
same has been obtained from the Board of Directors as well as public shareholders by way
of an ordinary resolution:
Provided that such agreement, if any, whether subsisting or expired, entered during the
preceding three years from the date of coming into force of this sub-regulation, shall be
disclosed to the stock exchanges for public dissemination:
Provided further that subsisting agreement, if any, as on the date of coming into force of this
sub-regulation shall be placed for approval before the Board of Directors in the forthcoming
Board meeting.

129
Word “Key Managerial persons” substituted with word “Key Managerial personnel” w.e.f 17.1.2023 vide SEBI
Notification dated 17.01.2023;
130
Word “high value debt securities” inserted in Regulation 26 (1)(a) w.e.f 7.9.2021 vide SEBI Notification dated
07.09.2021;
131
Sub-regulation (4) omitted w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;

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Provided further that if the Board of Directors approve such agreement, the same shall be
placed before the public shareholders for approval by way of an ordinary resolution in the
forthcoming general meeting.

Provided further that all interested persons involved in the transaction covered under the
agreement shall abstain from voting in the general meeting.

Explanation - For the purposes of this sub-regulation, ‘interested person’ shall mean any
person holding voting rights in the listed entity and who is in any manner, whether directly or
indirectly, interested in an agreement or proposed agreement, entered into or to be entered
into by such a person or by any employee or key managerial personnel or director or
promoter of such listed entity with any shareholder or any other third party with respect to
compensation or profit sharing in connection with the securities of such listed entity.

26A 132Vacancies in respect of Certain Key Managerial Personnel

(1) Any vacancy in the office of Chief Executive Officer, Managing Director, Whole Time Director
or Manager shall be filled by the listed entity at the earliest and in any case not later than
three months from the date of such vacancy.

Provided that the listed entity shall not fill such vacancy by appointing a person in interim
capacity, unless such appointment is made in accordance with the laws applicable in case
of a fresh appointment to such office and the obligations under such laws are made
applicable to such person.

(2) Any vacancy in the office of the Chief Financial Officer shall be filled by the listed entity at
the earliest and in any case not later than three months from the date of such vacancy:

Provided that the listed entity shall not fill such vacancy by appointing a person in interim
capacity, unless such appointment is made in accordance with the laws applicable in case
of a fresh appointment to such office and the obligations under such laws are made
applicable to such person.

132
New Regulation “26A” inserted w.e.f 13.07.2023, vide SEBI Notification dated 14.06.2023;

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27. Other corporate governance requirements.

(1) The listed entity may, at its discretion, comply with requirements as specified in Part 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 133twenty one days from end of each quarter. (Revised Format of
Corporate Governance can be accessed at SEBI circular SEBI/HO/CFD/CMD-2/ P/ CIR/
2021/567 dated 31st May, 2021 w.e.f 30.06.2021)

b. Details of all material transactions with related parties shall be disclosed along with
the report mentioned in clause (a) of sub-regulation (2).
134
ba Details of cyber security incidents or breaches or loss of data or documents shall
be disclosed along with the report mentioned in clause (a) of sub-regulation (2), as
may be specified.

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.

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

(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.

133
Word “twenty-one” and “end of each” inserted w.e.f 5.5.2021 vide SEBI Notification dt 5.5.2021;
134
New clause (ba) inserted w.e.f 13.07.2023, vide SEBI Notification dated 14.06.2023;

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29. Prior Intimations.

(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 proposals is due to be considered:
a. financial results viz. quarterly, half yearly, or annual, as the case may be;

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.
135
f. the proposal for declaration of bonus securities
(2) The intimation required under sub-regulation (1), shall be given at least 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 at least five days in advance
(excluding the date of the intimation and date of the meeting), and such intimation shall
include the date 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.

30. Disclosure of events or information.

(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.

135
Word “where such ---- agenda papers” omitted w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;

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(2) 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. 136(Please also refer to SEBI circular No.
SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated 13th July, 2023, for detailed to be provided
while disclosing events given in Para A and Para B of Schedule III).

(3) 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 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; or

c. 137
The omission of an event or information, whose value or the expected impact
in terms of value, exceeds the lower of the following:
(1) two percent of turnover, as per the last audited consolidated financial
statements of the listed entity;
(2) two percent of net worth, as per the last audited consolidated financial
statements of the listed entity, except in case the arithmetic value of the net
worth is negative;
(3) five percent of the average of absolute value of profit or loss after tax, as
per the last three audited consolidated financial statements of the listed entity;
d. In case where the criteria specified in sub-clauses (a), (b) and (c) is not
138

applicable, an event or information may be treated as being material if in the

opinion of the board of directors of the listed entity, the event or information is
considered material:

Provided that any continuing event or information which becomes material

pursuant to notification of these amendment regulations shall be disclosed by the
listed entity within thirty days from the date of coming into effect of the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements)
(Second Amendment) Regulations, 2023.”

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.

136
For details to be provided while disclosing events given in Para A and Para B of Schedule III
137
Sub-clause (c) was completely substituted w.e.f 13.07.2023, vide SEBI Notification dated 14.06.2023;
138
New Sub-clause (d) was inserted in Regulation 30(4) w.e.f 13.07.2023, vide SEBI Notification dated 14.06.2023;

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Provided that such a policy for determination of materiality shall not dilute any
139

requirement specified under the provisions of these regulations:

Provided further that such a policy for determination of materiality shall assist the
relevant employees of the listed entity in identifying any potential material event or
information and reporting the same to the authorized Key Managerial Personnel, in
terms of sub-regulation (5), for determining the materiality of the said event or
information and for making the necessary disclosures to the stock exchange(s).”

(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 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.
140
(6) The listed entity shall first disclose to the stock exchange(s) all events or information which
are material in terms of the provisions of this regulation as soon as reasonably possible and
in any case not later than the following:

i. thirty minutes from the closure of the meeting of the board of directors in which
the decision pertaining to the event or information has been taken;

ii. twelve hours from the occurrence of the event or information, in case the event or
information is emanating from within the listed entity;
iii. twenty four hours from the occurrence of the event or information, in case the
event or information is not emanating from within the listed entity:
Provided that disclosure with respect to events for which timelines have been specified
in Part A of Schedule III shall be made within such timelines:

Provided further that in case the disclosure is made after the timelines specified under
this regulation, the listed entity shall, along with such disclosure provide the explanation
for the delay.

(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.

139
Two New Proviso(s) added in Regulation 30(4)(ii) w.e.f 13.07.2023, vide SEBI Notification dated 14.06.2023;
140
Regulation 30(6) completely substituted w.e.f 13.07.2023, vide SEBI Notification dated 14.06.2023;

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(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):
141
Provided that the top 100 listed entities 142(with effect from October 1, 2023) and thereafter
the top 250 listed entities, 143with effect from the date as may be specified by the Board, (with
effect from April 1, 2024) shall confirm, deny or clarify any reported event or information in
the mainstream media which is not general in nature and which indicates that rumours of an
impending specific material event or information in terms of the provisions of this regulation
are circulating amongst the investing public, as soon as reasonably possible and not later
than twenty four hours from the reporting of the event or information:

Provided further that if the listed entity confirms the reported event or information, it shall
also provide the current stage of such event or information.

Explanation – The top 100 and 250 listed entities shall be determined on the basis of market
capitalization, as at the end of the immediately preceding financial year.

(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.

(13) 144In case an event or information is required to be disclosed by the listed entity in terms of
the provisions of this regulation, pursuant to the receipt of a communication from any
regulatory, statutory, enforcement or judicial authority, the listed entity shall disclose such
communication, along with the event or information, unless disclosure of such
communication is prohibited by such authority.

30A. 145 Disclosure requirements for certain types of agreements binding listed
entities:

(1) All the shareholders, promoters, promoter group entities, related parties, directors, key
managerial personnel and employees of a listed entity or of its holding, subsidiary and
associate company, who are parties to the agreements specified in clause 5A of para A of
part A of schedule III to these regulations, shall inform the listed entity about the agreement

141
Two New proviso(s) added in Sub-regulation (11) w.e.f 13.07.2023, vide SEBI Notification dated 14.06.2023;
142
Words “with effect from October 1, 2023” deleted vide SEBI Notification dated 9.10.2023 w.e.f 1.10.2023;
143
Words “with effect from April 1, 2024” substituted by words “with effect from the date as may be specified by the
Board” vide SEBI Notification dated 9.10.2023 w.e.f 1.10.2023;
144
New Sub-Regulation (13) added after sub regulation (12) w.e.f 13.07.2023, vide SEBI Notification dated 14.06.2023;
145
New Regulation “30A” inserted w.e.f 13.07.2023, vide SEBI Notification dated 14.06.2023;

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to which such a listed entity is not a party, within two working days of entering into such
agreements or signing an agreement to enter into such agreements:

Provided that for the agreements that subsist as on the date of notification of clause 5A to
para A of part A of schedule III, the parties to the agreements shall inform the listed entity,
about the agreement to which such a listed entity is not a party and the listed entity shall in
turn disclose all such subsisting agreements to the Stock Exchanges and on its website
within the timelines as specified by the Board.

(2) The listed entity shall disclose the number of agreements that subsist as on the date of
notification of clause 5A to para A of part A of schedule III, their salient features, including the
link to the webpage where the complete details of such agreements are available, in the
Annual Report for the financial year 2022-23 or for the financial year 2023-24.

31. Holding of specified securities and shareholding pattern

(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 time within the following timelines- (Shareholding pattern
has been revised w.e.f 30.09.2022 - Refer to Circular SEBI/HO/CFD/PoD-1/P/CIR/2022/92 dated
30.06.2022)

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 cent of the total paid-up share capital.

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.

146
(4) 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 the Board.

146
New Sub-regulation (4) inserted after Regulation 31 w.e.f 16.11.2018 vide SEBI notification dated 16.11.2018

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147
31A. Conditions for Re-classification of any person as promoter / public

(1) For the purpose of this regulation:

a. “promoter(s) seeking re-classification” shall mean all such promoters / persons

belonging to the promoter group seeking re-classification of status as public.

b. “persons related to the promoter(s) seeking re-classification” shall mean such

persons with respect to that promoter(s) seeking re-classification who fall under sub-
clauses (ii), (iii) and (iv) of clause (pp) of sub-regulation (1) of regulation 2 of
Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018.

(2) Re-classification of the status of any person as a promoter or public shall be permitted by the
stock exchanges only upon receipt of an application from the listed entity along with all
relevant documents subject to compliance with conditions specified in these regulations;

Provided that in case of entities listed on more than one stock exchange, the concerned
stock exchanges shall jointly decide on the application.

148
(3) Re-classification of status of a Promoter to Public shall be permitted by the stock exchange
only upon satisfaction of the following conditions:

a. an application for re-classification has been made by the listed entity to the stock
exchanges within thirty days from the date of approval by shareholders in general
meeting after ensuring that the following procedural requirements have been fulfilled:

i. the promoter(s) seeking re-classification has made a request for re-classification

to the listed entity along with rationale for the same and a description as to how
the conditions specified in clause (b) of sub-regulations (3) of this regulation are
satisfied;

ii. the board of directors of the listed entity has analyzed such request in the
immediately next board meeting or within three months from the date of receipt
of the request from its promoter(s), whichever is earlier and has placed the same
before the shareholders in a general meeting for approval along with the views of
the board of directors on the request:

Provided that there shall be a time gap of at least one month but not exceeding
three months between the dates of the board meeting and the shareholders‘
meeting considering the request of the promoter(s) seeking reclassification.

iii. the request of the promoter(s) seeking re-classification has been approved in the
general meeting by an ordinary resolution in which the promoter(s) seeking re-

147
Existing Regulation 31A completely substituted w.e.f 16.11.2018 vide SEBI notification dated 16.11.2018;
148
Sub-Regulation (3) and clause (a) completely substituted w.e.f 5.5.2021 vide SEBI notification dated 5.5.2021;

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classification and persons related to him/her/it have not voted to approve such re-
classification request:

Provided that the provisions of this sub-clause shall not apply in cases:
(a) where the promoter(s) seeking reclassification and persons related to the
promoter(s) seeking reclassification, together, do not hold more than one percent
of the total voting rights in the listed entity;
(b) where reclassification is pursuant to a divorce.

b. the promoter(s) seeking re-classification and persons related to the promoter(s)

seeking re-classification shall not:

i. together, hold more than ten percent of the total voting rights in the listed entity;

ii. exercise control over the affairs of the listed entity directly or indirectly;

iii. have any special rights with respect to the listed entity through formal or informal
arrangements including through any shareholder agreements;

iv. be represented on the board of directors (including not having a nominee director)
of the listed entity;

v. act as a key managerial 149personnel in the listed entity;

vi. be a ‘wilful defaulter’ as per the Reserve Bank of India Guidelines;

vii. be a fugitive economic offender.

c. the listed entity shall:

i. be compliant with the requirement for minimum public shareholding as required
under regulation 38 of these regulations;
ii. not have trading in its shares suspended by the stock exchanges;
iii. not have any outstanding dues to the Board, the stock exchanges or the
depositories.

(4) The promoter(s) seeking re-classification, subsequent to re-classification as public, shall

comply with the following conditions:
a. he / she shall continue to comply with conditions mentioned at sub-clauses (i), (ii)
and (iii) of clause (b) of sub-regulation 3 as specified above at all times from the date
of such re-classification failing which, he shall automatically be reclassified as
promoter/ persons belonging to promoter group, as applicable;

b. he / she shall comply with conditions mentioned at sub-clauses (iv) and (v) of clause
(b) of sub-regulation 3 for a period of not less than three years from the date of such

149
Word “ key managerial person” replaced with “key Managerial Personnel” w.e.f 17.1.2023 vide SEBI notification
dated 17.01.2023;

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re-classification failing which, he shall automatically be reclassified as promoter/

persons belonging to promoter group, as applicable.

(5) 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 Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

(6) In case of transmission, succession, inheritance and gift of shares held by a promoter/ person
belonging to the promoter group:
a. immediately on such event, the recipient of such shares shall be classified as a
promoter/ person belonging to the promoter group, as applicable.

b. subsequently, in case the recipient classified as a promoter/person belonging to the

promoter group proposes to seek re-classification of status as public, it may do so
subject to compliance with conditions specified in sub-regulation (3) above.

c. in case of death of a promoter/person belonging to the promoter group, such person

shall automatically cease to be included as a promoter/person belonging to the
promoter group.

(7) A listed entity shall be considered as ‘listed entity with no promoters’ if due to re-classification
or otherwise, the entity does not have any promoter;

(8) The following events shall deemed to be material events and shall be disclosed by the listed
entity to the stock exchanges as soon as reasonably possible and not later than twenty four
hours from the occurrence of the event:

a. receipt of request for re-classification by the listed entity from the promoter(s) seeking
re-classification;

b. minutes of the board meeting considering such request which would include the views
of the board on the request;

c. submission of application for re-classification of status as promoter/public by the

listed entity to the stock exchanges;

d. decision of the stock exchanges on such application as communicated to the listed

entity;
150
(9) The provisions of sub-regulations (3), (4) and clauses (a) and (b) of sub-regulation (8) of
this regulation shall not apply, if re-classification of promoter(s) is as per the resolution plan
approved under section 31 of the Insolvency Code or pursuant to an order of a Regulator
under any law subject to the condition that such promoter(s) seeking re-classification shall
not remain in control of the listed entity.”

151
(10) In case of reclassification pursuant to an open offer or a scheme of arrangement,
the provisions of clause (a) of sub-regulation (3) and clauses (a) and (b) of sub-regulation

150
Sub-Regulation (9) completely substituted w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;
151
New Sub-Regulation (10) inserted after Sub-Regulation (9) w.e.f 5.5.2021 vide SEBI notification dated 5.5.2021

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(8) of this regulation shall not apply if the intent of the erstwhile promoter(s) to reclassify has
been disclosed in the letter of offer or scheme of arrangement:

Provided that the provisions of clause (c)(i) of sub-regulation (3) of this regulation shall not
apply in case of reclassification pursuant to an open offer.

31B. 152Special rights to shareholders

(1) Any special right granted to the shareholders of a listed entity shall be subject to the approval
by the shareholders in a general meeting by way of a special resolution once in every five
years starting from the date of grant of such special right:

Provided that the special rights available to the shareholders of a listed entity as on the date
of coming into force of this regulation shall be subject to the approval by shareholders by
way of a special resolution within a period of five years from the date of coming into force of
this regulation.

Provided further that the requirement specified in this regulation shall not be applicable to
the special rights made available by a listed entity to a financial institution registered with or
regulated by the Reserve Bank of India under a lending arrangement in the normal course
of business or to a debenture trustee registered with the Board under a subscription
agreement for the debentures issued by the listed entity, if such financial institution or the
debenture trustee becomes a shareholder of the listed entity as a consequence of such
lending arrangement or subscription agreement for the debentures.

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

(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. indicating category 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. 153(Format of Statement of Deviation or Variation for proceeds of
Public or right or preferential issue, Qualified Institutions Placement, etc. as per SEBI circular
CIR/CFD/CMD1/162/2019 dated 24th December, 2019)

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

(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).

152
New Regulation “31B” inserted after Regulation 31A w.e.f 13.07.2023, vide SEBI Notification dated 14.06.2023;
153
Format on Statement of Deviation or Variation for proceeds vide SEBI notification dated 24.12.2019.

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(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 issue or rights issue 154or preferential issue or qualified institutions placement, the
listed entity shall submit to the stock exchange(s) any comments or report received from the
monitoring agency 155within forty-five days from the end of each quarter.
(7) Where the listed entity has appointed a monitoring agency to monitor the utilisation of
proceeds of a public issue or rights issue or preferential issue or qualified institutions
placement, the monitoring report of such agency shall be placed before the audit committee
on 156a quarterly basis, promptly upon its receipt.
Explanation- For the purpose of this sub-regulation 157(6) and (7), “monitoring agency” shall
mean the monitoring agency specified in the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations, 2018.

(7A) 158Where an entity has raised funds through preferential allotment or qualified institutions
placement, the listed entity shall disclose every year, the utilization of such funds during that
year in its Annual Report until such funds are fully utilized.

(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”.

33. Financial results.

(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.

154
Word “preferential issue or qualified institutions placement” inserted in Sub-Regulation (6) & (7) vide SEBI notification
dated 14.11.2022;
155
Word “within forty-five days from the end of each quarter” w.e.f 5.5.2021 vide SEBI notification dated 5.5.2021;
156
Word “annual” substituted with “quarterly” vide SEBI notification dated 24.01.2022;
157
Word “(6) and (7)” inserted and Word “Regulation 16” deleted w.e.f 5.5.2021 vide SEBI Notification dt 5.5.2021;
158
New Sub- Regulation (7A) inserted after Regulation 32(7) w.e.f 01.04.2019 vide SEBI Notification dt 09.05.2018

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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 / herself to the peer review process of Institute of
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 the board 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 sub-regulation
(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 159shall also submit quarterly/year-to-date
consolidated financial results:
c. The quarterly and year-to-date financial results may be either audited or unaudited
subject to the following:

159
The word “may” replaced with “Shall” w.e.f 01.04.2019 vide SEBI Notification dated 09.05.2018

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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 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) for 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 for audit report with modified opinion.

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.

e. The listed entity shall also submit the audited 160or limited reviewed 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.

161
g. The listed entity shall also submit as part of its standalone and consolidated
financial results for the half year, by way of a note, statement of cash flows for the
half-year.

h. The listed entity shall ensure that, for the purposes of quarterly consolidated financial
results, at least eighty percent of each of the consolidated revenue, assets and
profits, respectively, shall have been subject to audit or in case of unaudited results,
subjected to limited review.

i. The listed entity shall disclose, in the results for the last quarter in the financial year,
by way of a note, the aggregate effect of material adjustments made in the results of
that quarter which pertain to earlier periods.

160 The word “or limited reviewed” inserted w.e.f 1.4.2019 vide SEBI Notification dated 09.05.2018;
161
New Sub-Regulation (g) (h) & (i) inserted in Regulation 33(3) w.e.f 1.04.2019 vide SEBI Notification dt 9.05.2018;

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162
j. The listed entity shall, subsequent to the listing, submit its financial results for the
quarter of the financial year immediately succeeding the period for which the financial
statements have been disclosed in the offer document for the initial public offer, in
accordance with the timeline specified in clause (a) or clause (d) of this sub-
regulation, as the case may be, or within 21 days from the date of its listing, whichever
is later.

(4) The applicable formats of the financial results and Statement on Impact of Audit
Qualifications for audit report with modified opinion shall be in the manner as specified by
the Board.163(Revised Format can be accessed at SEBI circular No. CIR/CFD/FAC/62/2016 dated
5th July, 2016) (Revised format for Limited Review reports and Audit Report vide SEBI circular No.
CIR/CFD/CMD1/44/2019 dated 29th March, 2019).

(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.
164
(6) Omitted.

(7) Omitted.

165
(8) The statutory auditor of a listed entity shall undertake a limited review of the audit of all the
entities/ companies whose accounts are to be consolidated with the listed entity as per AS
21 in accordance with guidelines issued by the Board on this matter.

34. Annual Report.

166
(1) The listed entity shall submit to the stock exchange and publish on its website-

a. a copy of the annual report sent to the shareholders along with the notice of the
annual general meeting not later than the day of commencement of dispatch to its
shareholders;

b. in the event of any changes to the annual report, the revised copy along with the
details of and explanation for the changes shall be sent not later than 48 hours after
the annual general meeting.

(2) The annual report shall contain the following:

162
New Sub-Regulation (j) inserted in Regulation 33(3) w.e.f 13.07.2023 vide SEBI Notification dt 14.06.2023;
163
Format of Revised Financial Results continuation of earlier SEBI Circular No.CIR/CFD/CMD/15/2015 dt 30.11.2015
164
Sub-Regulation (6) omitted w.e.f 5.5.2021 vide SEBI Notification dt 5.5.2021;
165
New Sub- Regulation 33(8) inserted after Regulation 33(7) w.e.f 01.04.2019 vide SEBI Notification dated 09.05.2018.
Revised Format issued for Limited Review & Audit Reports vide SEBI Circular No. CIR/CFD/CMD1/44/2019 dated
29.03.2019;
166
Regulation 34(1) completely substituted applicable for Annual report to be filed for the year ended 31.03.2019 and
thereafter vide SEBI Notification dated 09.05.2018;

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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;

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;
167
f. for the top One Thousand listed entities based on market capitalization, a Business
Responsibility and Sustainability Report on the environment, social and governance
disclosures, in the format as may be specified by the Board from time to time.

Provided that the assurance of the Business Responsibility and Sustainability Report
Core shall be obtained, with effect from and in the manner as may be specified by
the Board from time to time.

Provided further that the listed entities shall also make disclosures and obtain
assurance as per the Business Responsibility and Sustainability Report Core for their
value chain, with effect from and in the manner as may be specified by the Board
from time to time.

Provided further that the remaining listed entities, including the entities which have
listed their specified securities on the SME Exchange, may voluntarily disclose the
Business Responsibility and Sustainability Report or may voluntarily obtain the
assurance of the Business Responsibility and Sustainability Report Core, for
themselves or for their value chain, as the case may be.

Explanation-1: For the purpose of this clause:

i. market capitalization shall be calculated as on the 31st day of March of every
financial year;

ii. Business Responsibility and Sustainability Report Core shall comprise of such
key performance indicators as may be specified by the Board from time to
time

iii. value chain” for the listed entities shall be specified by the Board from time to
time.”

167
Clause (f) of Regulation 34(2) completely substituted w.e.f 14.6.2023 vide SEBI Notification dt 14.6.2023;

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(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.

35. Annual Information Memorandum.

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.

36. Documents & Information to shareholders.

(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)168either with the listed entity or with any depository;

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 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 169along with listed entities from which the
person has resigned in the past three years; and
e. shareholding of non-executive directors 170in the listed entity, including shareholders
as a beneficial owner.
f. 171In case of independent directors, the skills and capabilities required for the role and
the manner in which the proposed person meets such requirements.
172
(4) The disclosures made by the listed entity with immediate effect from date of notification of
these amendments-
a. to the stock exchanges shall be in XBRL format in accordance with the guidelines
specified by the stock exchanges from time to time; and

168
The word” for the purpose” deleted and new words inserted applicable for Annual report to be filed for the year
ended March 31, 2019 and thereafter vide SEBI Notification dated 09.05.2018;
169
Word “along with …… past three years” inserted vide SEBI notification dated 03.08.2021 w.e.f 1.1.2022;
170
Word “in the listed entity, ….. owner” inserted w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;
171
New clause(f) inserted after Regulation 36(3)(e) vide SEBI notification dated 03.08.2021 w.e.f 1.1.2022;
172
Two New Sub- Regulations (4) & (5) inserted after Regulation 36(3) with immediate effect vide SEBI Notification
dated 09.05.2018;

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b. to the stock exchanges and on its website, shall be in a format that allows users to
find relevant information easily through a searching tool:

Provided that the requirement to make disclosures in searchable formats shall not
apply in case there is a statutory requirement to make such disclosures in formats
which may not be searchable, such as copies of scanned documents.

(5) The notice being sent to shareholders for an annual general meeting, where the statutory
auditor(s) is/are proposed to be appointed/re-appointed shall include the following
disclosures as a part of the explanatory statement to the notice:

a. Proposed fees payable to the statutory auditor(s) along with terms of appointment
and in case of a new auditor, any material change in the fee payable to such auditor
from that paid to the outgoing auditor along with the rationale for such change;

b. Basis of recommendation for appointment including the details in relation to and

credentials of the statutory auditor(s) proposed to be appointed.

37. Draft Scheme of Arrangement & Scheme of Arrangement

(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 230-234 and Section 66 of
Companies Act, 2013, whichever applicable, with the stock exchange(s) for obtaining 173the
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. (Refer to Master
Circular on Scheme of Arrangement at SEBI circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93
dated 20th June, 2023)

(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 the No-
objection letter from the stock exchange(s).

(3) The listed entity shall place the 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 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 the Court or Tribunal.

(4) The listed entity shall ensure compliance with the other requirements as may be prescribed
by the Board from time to time.

173
Word “Observation letter or” was deleted from Sub-Regulation (1) (2) & (3) and proviso to it w.e.f 5.5.2021 vide
SEBI Notification dated 5.5.2021;

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(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.

(6) Nothing contained in this regulation shall apply to draft schemes which solely provide for
merger of a wholly owned subsidiary with its holding company.

Provided that such draft schemes shall be filed with the stock exchanges for the purpose of
disclosures.

174
(7) The requirements as specified under this regulation and under regulation 94 of these
regulations shall not apply to a restructuring proposal approved as part of a resolution plan
by the Tribunal under Section 31 of the Insolvency Code, subject to the details being
disclosed to the recognized stock exchanges within one day of the resolution plan being
approved.

37A. 175Sale, lease or disposal of an undertaking outside Scheme of Arrangement

(1) A listed entity carrying out sale, lease or otherwise disposal of the whole or substantially the
whole of the undertaking of such entity or where it owns more than one undertaking, of the
whole or substantially the whole of any of such undertakings, shall –

a) take prior approval of shareholders by way of special resolution;

b) disclose the object of and commercial rationale for carrying out such sale, lease or
otherwise disposal of the whole or substantially the whole of the undertaking of the entity,
and the use of proceeds arising therefrom, in the statement annexed to the notice to be
sent to the shareholders:
Provided that such a special resolution shall be acted upon only if the votes cast by the
public shareholders in favour of the resolution exceed the votes cast by such public
shareholders against the resolution:
Provided further that no public shareholder shall vote on the resolution if he is a party,
directly or indirectly, to such sale, lease or otherwise disposal of the whole or substantially
the whole of the undertaking of the listed entity.
Explanation: For the purposes of this regulation, the terms “undertaking” and “substantially
the whole of the undertaking” shall have the same meaning as assigned to them under clause
(a) of sub section (1) of section 180 of the Companies Act, 2013.
(2) The requirement as specified in sub-regulation (1) shall not be applicable for sale, lease or
otherwise disposal of the whole or substantially the whole of the undertaking by a listed entity
to its wholly owned subsidiary whose accounts are consolidated with such listed entity:

174
New Sub-Regulation (7) inserted after Regulation 37(6) wef 31.05.2018 vide SEBI Notification dated 31.05.2018;
175
New Regulation “37A” inserted after Regulation 37 w.e.f 14.6.2023 vide SEBI Notification dt 14.6.2023;

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Provided that prior to such wholly owned subsidiary selling, leasing or otherwise disposing
of the whole or substantially the whole of the undertaking received from a listed entity,
whether in whole or in part, to any other entity, such listed entity shall comply with the
requirements specified in sub regulation (1).

Provided further that the listed entity shall comply with the requirements specified in sub-
regulation (1) before diluting its shareholding below hundred percent in its wholly owned
subsidiary to which the whole or substantially the whole of the undertaking of such listed
entity was transferred.

Explanation: The provisions of this regulation shall not be applicable where sale, lease or
otherwise disposal of the whole or substantially the whole of the undertaking of a listed entity
is by virtue of a covenant covered under an agreement with a financial institution regulated
by or registered with the Reserve Bank of India or with a Debenture Trustee registered with
the Board.

38. Minimum Public Shareholding.

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.
176
Provided that provisions of this regulation shall not apply to entities listed on Innovators
Growth Platform without making a public issue.

39. Issuance of Certificates/Receipts/Letters/Advices for securities & dealing with

unclaimed securities.

(1) The listed 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.
(Refer SEBI circular dated 25.05.2022 on procedure and standardization of formats of documents
for issuance of Duplicate Securities Certificates)

(2) The listed entity shall 177effect issuance of 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,
178
in dematerialized form 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 pursuant to the public issue or any other issue, physical or
otherwise, which remain unclaimed and/or are lying in the escrow account, as applicable.

176
Institutional trading platform replaced with “Innovators Growth Platform” w.e.f 5.5.2021 vide SEBI Notification dt
5.5.2021
177
New word “effect issuance of” inserted and word “issue” deleted vide SEBI Notification dated 24.01.2022;
178
New word “in dematerialized form” inserted vide SEBI Notification dated 24.01.2022;

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40. Transfer or transmission or transposition of securities.

(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. (Refer SEBI circular dated 18.05.2022 on
procedure and standardization of formats of documents for transmission of securities)

179
Provided that requests for effecting transfer of securities shall not be processed unless
the securities are held in the dematerialised form with a depository.

Provided further that transmission or transposition of securities held in physical or

dematerialised form shall be effected only in dematerialised form.

(2) The board of directors of a listed entity may delegate the power of transfer of securities to a
committee or to compliance officer or to the registrar 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 valid objection 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.
180
Provided that the listed entity shall ensure that transmission requests are processed
within seven days, 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 when any statutory prohibition or any attachment
or prohibitory order of a competent authority restrains it from transferring the securities from
the name of the transferor(s).
(5) The listed entity shall not register the transfer of its securities in the name of the transferee(s)
when the transferor(s) objects to the transfer.
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.

179
Existing Proviso completely substituted vide SEBI Notification 24.01.2022;
180
Word “for securities ... mode” & “Twenty … respectively” deleted vide SEBI Notification dated 24.01.2022;

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(7) The listed entity shall comply with all procedural requirements as specified in Schedule VII
with respect to transfer 181and transmission of securities.
(8) In case the listed entity has not effected transfer of securities within fifteen days or where the
listed entity has failed to communicate to the transferee(s) any valid objection to the transfer,
within the stipulated time period of fifteen days, the listed entity shall compensate the
aggrieved party for the opportunity losses caused during the period of the delay.

Provided that during the intervening period on account of 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
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
182
thirty days from the end 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.

(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.

41. Other provisions relating to securities.

(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.
183
(3) The listed entity shall not issue shares in any manner that may confer on any person;
superior or inferior rights as to dividend vis-à-vis the rights on equity shares that are already
listed or inferior voting rights vis-à-vis the rights on equity shares that are already listed:

181
Word “and transmission” added after word “transfer” w.e.f 25.4.2022 vide SEBI Notification dated 25.04.2022;
182
Word “one month of & half” deleted & “thirty days form” added vide SEBI Notification dated 5.5.2021;
183
Regulation 41 (3) is completely substituted w.e.f 29.07.2019 vide SEBI Notification dated 29.07.2019

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Provided that, a listed entity having SR equity shares issued to its promoters/ founders, may
issue SR equity shares to its SR shareholders only through a bonus, split or rights issue in
accordance with the provisions of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018 and the Companies Act, 2013.
(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.

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

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184
41A. Other provisions relating to outstanding SR equity shares.

(1) The SR equity shares shall be treated at par with the ordinary equity shares in every respect,
including dividends, except in the case of voting on resolutions.

(2) The total voting rights of SR shareholders (including ordinary shares) in the issuer upon
listing, pursuant to an initial public offer, shall not at any point of time exceed seventy four
per cent.

(3) The SR equity shares shall be treated as ordinary equity shares in terms of voting rights (i.e.
one SR share shall only have one vote) in the following circumstances –
i. appointment or removal of independent directors and/or auditor;
ii. where a promoter is willingly transferring control to another entity;
iii. related party transactions in terms of these regulations involving an SR
shareholder;
iv. voluntary winding up of the listed entity;
v. changes to the Articles of Association or Memorandum of Association of the listed
entity, except any change affecting the SR equity share;
vi. initiation of a voluntary resolution process under the Insolvency Code;
vii. utilization of funds for purposes other than business;
viii. substantial value transaction based on materiality threshold as specified under
these regulations;
ix. passing of special resolution in respect of delisting or buy-back of shares; and
x. other circumstances or subject matter as may be specified by the Board, from
time to time.
(4) The SR equity shares shall be converted into equity shares having voting rights same as that
of ordinary shares on the fifth anniversary of listing of ordinary shares of the listed entity.

Provided that the SR equity shares may be valid for upto an additional five years, after a
resolution to that effect has been passed, where the SR shareholders have not been
permitted to vote.

Provided further that the SR shareholders may convert their SR equity shares into ordinary
equity shares at any time prior to the period as specified in this sub-regulation.

(5) The SR equity shares shall be compulsorily converted into equity shares having voting rights
same as that of ordinary shares on the occurrence of any of the following events-

i. demise of the promoter(s) or founder holding such shares;

ii. an SR shareholder resigns from the executive position in the listed entity;
iii. merger or acquisition of the listed entity having SR shareholder/s, where the
control would no longer remain with the SR shareholder/s;
iv. the SR equity shares are sold by an SR shareholder who continues to hold such
shares after the lock-in period but prior to the lapse of validity of such SR equity
shares.”

184
New Regulation 41A inserted after Regulation 41 w.e.f 29.07.2019 vide SEBI Notification dated 29.07.2019

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42. Record Date or Date of closure of transfer books.

(1) The listed entity shall intimate the record date 185for the following events to all the stock
exchange(s) where it is listed or where stock derivatives are available on the stock of the
listed entity or where listed entity’s stock form part of an index on which derivatives are
available:
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. 186corporate actions like mergers, de-mergers, splits, etc.;
f. such other purposes as may be specified by the stock exchange(s).

(2) The listed entity shall give notice in advance of atleast seven working days (excluding the
date of intimation and the record date) to stock exchange(s) of record date specifying the
purpose of the record date.
187
Provided that in the case of rights issues, the listed entity shall give notice in advance of
atleast three working days (excluding the date of intimation and the record date.

(3) The listed entity shall recommend 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 sub-
regulations (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.

43. Dividends.

(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.

185
Regulation 42 (1) modified vide SEBI Notification dated 05.08.2020
186
Regulation 42 (1)(e) modified vide SEBI Notification dated 05.08.2020
187
New Proviso inserted after Regulation 42 (2) vide SEBI Notification dated 26.12.2019

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43A. Dividend Distribution Policy

(1) The top 1881000 listed entities based on market capitalization (calculated as on March 31 of
every financial year) shall formulate a dividend distribution policy which shall be disclosed 189
on the website of the listed entity and a web-link shall also be provided in their annual reports.

(2) The dividend distribution policy shall include the following parameters:

a. the circumstances under which the shareholders of the listed entities may or may not
expect dividend;

b. the financial parameters that shall be considered while declaring dividend;

c. internal and external factors that shall be considered for declaration of dividend;

d. policy as to how the retained earnings shall be utilized; and

e. parameters that shall be adopted with regard to various classes of shares.

Provided that if the listed entity proposes to declare dividend on the basis of
parameters in addition to clauses (a) to (e) or proposes to change such additional
parameters or the dividend distribution policy contained in any of the parameters, it
shall disclose such changes along with the rationale for the same in its annual report
and on its website.
190
(3) The listed entities other than those specified at sub-regulation (1) of this regulation may
disclose their dividend distribution policies on a voluntary basis on their websites and provide
a web-link in their annual reports.

44. 191 Meetings of shareholders and voting

(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, 192 within two working days of conclusion
of its General Meeting, details regarding the voting results in the format specified by the
Board.

188
Word “five Hundred” replaced with “1000” w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;
189
Word “on the website …. in their annual reports” added and word “on their websites” omitted w.e.f 5.5.2021 vide
SEBI Notification dt 5.5.2021;
190
Sub-Regulation (3) of 43A is completely substituted w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;
191
New Title “Meetings of shareholders and voting” w.e.f 01.04.2019 vide SEBI Notification dated 09.05.2018
192
Word “forty eight hours” substituted with “two working days” w.e.f 5.5.2021 vide SEBI Notification dt 5.5.2021;

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(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.

(5) 193
The top 100 listed entities by market capitalization, determined as on March 31st of every
financial year, shall hold their annual general meetings within a period of five months from
the date of closing of the financial year.
(6) The top 100 listed entities shall provide one-way live webcast of the proceedings of the
annual general meetings.
Explanation: The top 100 entities shall be determined on the basis of market capitalisation,
as at the end of the immediate previous financial year.”

45. Change in name of the listed entity.

(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.
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.
194
(3) Upon compliance with the conditions for change of name laid down in Companies Act,
2013 and rules made thereunder, the listed entity, in the explanatory statement to the notice
seeking shareholders‘ approval for change in name, shall include a certificate from a
practicing chartered accountant stating compliance with conditions provided in sub-
regulation (1).

193
Two New Sub- Regulations (5) & (6) inserted w.e.f 01.04.2019 vide SEBI Notification dated 09.05.2018
194
Sub-Regulation (3) completely substituted w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;

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46. Website.

(1) The listed entity shall maintain a functional website containing the basic information about
the listed entity.
195
(2) The listed entity shall disseminate the following information under a separate section 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;
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;

195
The word “on its website” deleted and new words inserted w.e.f 01.04.2019 vide SEBI Notification dated 09.05.2018

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n. details of agreements entered into with the media companies and/or their associates,
etc.;
196
o. Schedule of analysts or institutional investors meet 197at least two working days in
advance (excluding the date of the intimation and the date of the meet) and
presentations made by the listed entity to analysts or institutional investors.

Explanation: For the purpose of this clause “meet” shall mean group meetings or
group conference calls conducted physically or through digital means.

(oa) 198Audio or video recordings and transcripts of post earnings/quarterly calls, by

whatever name called, conducted physically or through digital means, simultaneously
with submission to the recognized stock exchange(s), in the following manner:

i. the presentation and the audio/video recordings shall be promptly made available
on the website and in any case, before the next trading day or within twenty-four
hours from the conclusion of such calls, whichever is earlier;

ii. the transcripts of such calls shall be made available on the website within five
working days of the conclusion of such calls:

Provided that—

a. The information under sub-clause (i) 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.

b. The information under sub-clause (ii) shall be hosted on the website of the listed
entity and preserved in accordance with clause (a) of regulation 9.

The requirement for disclosure(s) of audio / video recordings and transcript shall be
voluntary with effect from April 01, 2021 and mandatory with effect from April 01,
2022.

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. items in sub-regulation (1) of regulation 47.

199
r. With effect from October 1, 2018, all credit ratings obtained by the entity for all its
outstanding instruments, updated immediately as and when there is any revision in
any of the ratings.

196
Existing clause(o) in Sub-Regulation (2) completely substituted w.e.f 5.5.2021 vide SEBI Notification dt 5.5.2021
197
Word “ atleast two ---- date the meet)” inserted w.e.f 13.07.2023 vide SEBI Notification dt 14.6.2023;
198
New Clause(oa) inserted after clause (o) in Sub-Regulation (2) w.e.f 5.5.2021 vide SEBI Notification dt 5.5.2021;
199
New clause inserted “r” after Regulation 46(2)(q) w.e.f 01.10.2018 vide SEBI Notification dated 09.05.2018;

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 73 | P a g e

200
s. separate audited financial statements of each subsidiary of the listed entity in
respect of a relevant financial year, uploaded at least 21 days prior to the date of the
annual general meeting which has been called to inter alia consider accounts of that
financial year.
201
Provided that a listed entity, which has a subsidiary incorporated outside India-

a. where such subsidiary is statutorily required to prepare consolidated financial

statement under any law of the country of its incorporation, the requirement of
this proviso shall be met if consolidated financial statement of such subsidiary is
placed on the website of the listed entity;
b. where such subsidiary is not required to get its financial statement audited under
any law of the country of its incorporation and which does not get such financial
statement audited, the holding Indian listed entity may place such unaudited
financial statement on its website and where such financial statement is in a
language other than English, a translated copy of the financial statement in
English shall also be placed on the website.
202
t. secretarial compliance report as per sub-regulation (2) of regulation 24A of these
regulations;

u. disclosure of the policy for determination of materiality of events or information

required under clause (ii), sub-regulation (4) of regulation 30 of these regulations;

v. disclosure of contact details of key managerial personnel who are authorized for the
purpose of determining materiality of an event or information and for the purpose of
making disclosures to stock exchange(s) as required under sub-regulation (5) of
regulation 30 of these regulations;

w. disclosures under sub-regulation (8) of regulation 30 of these regulations;

x. statements of deviation(s) or variation(s) as specified in regulation 32 of these

regulations;

y. dividend distribution policy by listed entities based on market capitalisation as

specified in sub-regulation (1) of regulation 43A;

z. annual return as provided under section 92 of the Companies Act, 2013 and the rule
made thereunder.

(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.

200
New clause inserted “s” after Regulation 46(2)(r) w.e.f 01.04.2019 vide SEBI Notification dated 09.05.2018;
201
New Proviso inserted in Clause (s) w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;
202
Clause (t) to (z) inserted in Sub-Regulation (2) w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

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47. Advertisements in Newspapers.

(1) The listed entity shall publish the following information in the newspaper:
a. 203Omitted.

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

c. Omitted;

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.

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.

48. Accounting Standards.

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

203
Clause (a) and (c) omitted from Regulation 47 Sub-Regulation (1) w.e.f 5.5.2021 vide SEBI Notification dated
5.5.2021;

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 75 | P a g e

CHAPTER V
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS NON-
CONVERTIBLE SECURITIES

49. Applicability.

204
(1) The provisions of this chapter shall apply only to a listed entity which has listed its non-
convertible Securities on a recognised stock exchange in accordance with Securities and
Exchange Board of India (Issue and Listing of Non-convertible Securities) Regulations, 2021.

205
(2) Omitted.

Explanation (1) - 206For the purpose of this chapter, if the listed entity has listed its non-
convertible redeemable preference shares, perpetual non-cumulative preference shares or
instruments of nature similar to perpetual non-cumulative preference shares, the reference
to “interest” in this chapter shall be read as “dividend”.
Explanation (2)- For the purpose of this chapter, “default” shall mean non-payment of
interest/dividend 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/dividend or principal amount.”

50. Intimation to stock exchange(s).

207
(1) The listed entity shall give prior intimation to the stock exchange of at least two working
days in advance, excluding the date of the intimation and the date of the meeting of the board
of directors, about the Board meeting in which any of the following proposals is to be
considered:
(a) an alteration in the form or nature of non-convertible securities that are listed on the
stock exchange or in the rights or privileges of the holders thereof;
(b) an alteration in the date of the interest/ dividend/ redemption payment of non-
convertible securities;
(c) financial results viz. quarterly or annual, as the case may be;
(d) fund raising by way of issuance of non-convertible securities; or
(e) any matter affecting the rights or interests of holders of non-convertible securities.”

208
(2) The listed entity shall also intimate the stock exchange not later than the date of
commencement of dispatch of notices, in case of:
(a) any annual general meeting or extraordinary general meeting that is proposed to be
held for obtaining shareholder approval for the proposals at clauses (c) and (d) under
sub-regulation (1) of this regulation;

204
Sub-regulation (1) of Regulation 49 completely substituted wef 7.09.2021 vide SEBI Notification dated 7.09.2021;
205
Sub-regulation (2) of Regulation 49 omitted wef 7.09.2021 vide SEBI Notification dated 7.09.2021;
206
Explanation (1) & (2) completely substituted wef 7.09.2021 vide SEBI Notification dated 7.09.2021;
207
Sub-Regulation (1) of Regulation 50 completely substituted wef 7.09.2021 vide SEBI Notification dated 7.09.2021
208
Regulation 50 (2) completely substituted wef 7.09.2021 vide SEBI Notification dated 7.09.2021

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(b) any meeting of the holders of non-convertible securities in relation to the proposal at
clause (e) of sub-regulation (1) of this regulation.”

209
(3) Omitted.

51. Disclosure of information having bearing on performance/operation of listed

entity and/or price sensitive information.

(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 210or redemption of non-convertible securities.

Explanation- 211The expression ‘promptly inform’, shall imply that the stock exchange shall
be informed as soon as reasonably possible but not later than twenty-four hours from the
date of occurrence of the event or receipt of information. In case the disclosure is made after
twenty-four hours of the date of occurrence of the event or receipt of information, the listed
entity shall, along with such disclosures provide an explanation for the delay.”

(2) Without prejudice to the generality of sub-regulation (1), the listed entity who has 212listed
non-convertible securities shall make disclosures as specified in Part B of Schedule III.
213
(3) The listed entity shall disclose on its website, all such events or information which have
been disclosed to the 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.
52. Financial Results.
214
(1) The listed entity shall prepare and submit un-audited or audited quarterly and year to date
standalone financial results on a quarterly basis in the format (Revised Format of Financial Result
can be accessed at SEBI Circular SEBI/HO/DDHS/CIR/2021/0000000637 dated 5th October, 2021) as
specified by the Board within forty- five days from the end of the quarter, other than last
quarter, to the recognised stock exchange(s).
215
Provided that for the last quarter of the financial year, the listed entity shall submit
unaudited or audited quarterly and year to date standalone financial results within sixty days
from the end of the quarter to the recognised stock exchange(s).

Provided further that in case of entities which have listed their debt securities, a copy of the
financial results submitted to stock exchanges shall be provided to Debenture Trustees on
the same day 216the information is submitted to stock exchanges.

209
Sub-Regulation (3) of Regulation 50 omitted wef 7.09.2021 vide SEBI Notification dated 7.09.2021
210
Sub-Regulation (1) of Regulation 51 modified wef 7.09.2021 vide SEBI Notification dated 7.09.2021;
211
Explanation to Regulation 51 (1) substituted completely wef 7.09.2021 vide SEBI Notification dated 7.09.2021;
212
Sub-Regulation (2) of Regulation 51 modified wef 7.09.2021 vide SEBI Notification dated 7.09.2021;
213
New Sub-Regulation (3) inserted in Regulation 51 wef 7.09.2021 vide SEBI Notification dated 7.09.2021;
214
Regulation 52(1) & Proviso to it completely substituted wef 7.09.2021 vide SEBI Notification dated 7.09.2021;
215
New Proviso inserted after Sub-Regulation (1) vide SEBI Notification dated 14.11.2022;
216
Word “the information ------ stock exchanges” deleted from 2nd Proviso vide SEBI Notification dated 14.11.2022

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(2) The listed entity shall comply with following requirements with respect to preparation,
approval, authentication and publication of annual and 217quarterly financial results:

a. Un-audited financial results 218on quarterly basis shall be accompanied by limited

review report prepared by the statutory auditors of the listed entity, in the format
as specified by the Board 219(Format of Limited Review can be accessed at SEBI Circular
SEBI/HO/DDHS/CIR/2021/0000000638 dated 14th October, 2021).

Provided that in case of issuers whose accounts are audited by the Comptroller
and Auditor General of India, the report shall be provided by any practising
Chartered Accountant.
220
b. The Quarterly 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 221quarterly financial results.
222
d. The annual audited standalone and consolidated financial results for the
financial year shall be submitted to the stock exchange(s) within sixty days from
the end of the financial year along with the audit report:

223
Provided that issuers, which are required to be audited by the Comptroller and
Auditor General of India under applicable law, shall submit:

(i) un-audited financial results along with the limited review report issued by
the Comptroller and Auditor General of India or an auditor appointed by
the Comptroller and Auditor General of India or a Practising Chartered
Accountant, to the stock exchange(s), within sixty days from the end of
the financial year; and

(ii) the financial results, audited by the Comptroller and Auditor General of
India, to the stock exchange(s), within nine months from the end of the
financial year.”

e. Modified opinion(s) in audit reports 224/ limited review report that have a bearing
on the interest payment/ dividend payment pertaining to non-convertible
securities / 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.

217
Word “half yearly” substituted “quarterly” in Regulation 52(2) wef 7.9.2021 vide SEBI Notification dt 7.9.2021;
218
Clause (a) and Proviso to it of Regulation 52(2) modified wef 7.9.2021 vide SEBI Notification dated 7.9.2021;
219
Revised Format of Limited Review dated 14.10.2021;
220
Clause (b) of Regulation 52(2) modified wef 7.9.2021 vide SEBI Notification dated 7.9.2021;
221
Clause (c) of Regulation 52(2) modified wef 7.9.2021 vide SEBI Notification dated 7.9.2021;
222
Clause (d) and Proviso to it of Regulation 52(2) substituted wef 7.9.2021 vide SEBI Notification dated 7.9.2021;
223
Proviso under Clause (d) completely substituted vide SEBI Notification dated 14.11.2022;
224
Clause (e) of Regulation 52(2) modified w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021;

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

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225
f. OMITTED.
226
(2A) The listed entity shall submit a statement of assets and liabilities and statement
of cash flows as at the end of every half year, by way of a note, along with the
financial results.
(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) for audit
report with modified opinion.

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.
227
b. Omitted.
c. Omitted.
d. The applicable format of Statement on Impact of Audit Qualifications (for audit
report with modified opinion) shall be in the manner as specified by the Board.
228
(4) The listed entity, while submitting quarterly / annual financial results, shall disclose the
following line items along with the financial results:

(a) debt-equity ratio;

(b) debt service coverage ratio;
(c) interest service coverage ratio;
(d) outstanding redeemable preference shares (quantity and value);
(e) capital redemption reserve/debenture redemption reserve;
(f) net worth;
(g) net profit after tax;
(h) earnings per share;
(i) current ratio;
(j) long term debt to working capital;
(k) bad debts to Account receivable ratio;
(l) current liability ratio;
(m) total debts to total assets;
(n) debtors’ turnover;
(o) inventory turnover;
(p) operating margin percent;
(q) net profit margin percent;

Provided that if the information mentioned in sub-regulation (4) above is not

applicable to the listed entity, it shall disclose such other ratio/equivalent financial
information, as may be required to be maintained under applicable laws, if any.”

225
Clause (f) deleted vide SEBI Notification dated 14.11.2022 which was earlier inserted vide SEBI Notification dated
7.9.2021
226
New Sub-Regulation (2A) inserted vide SEBI Notification dated 14.11.2022;
227
Clause (b) omitted from Regulation 52 (3) w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021
228
Regulation 52 (4) completely substituted vide SEBI Notification dated 14.11.2022

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

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229
(5) Omitted.

(6) The listed entity which has listed its non-convertible redeemable preference shares shall
make the following additional disclosures as notes to financials:
230
a. Omitted;

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 the year 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.
231
(7) The listed entity shall submit to the stock exchange(s), along with the quarterly financial
results, a statement indicating the utilisation of the issue proceeds of non-convertible
securities, in such format as may be specified by the Board, till such proceeds of issue have
been fully utilised or the purpose for which the proceeds were raised has been achieved.
(Format of Statement indicating Deviation or Variation in use of proceeds can be accessed at SEBI
Circular: SEBI/HO/DDHS/08/2020 dated 17th January, 2020)

(7A) 232 The listed entity shall submit to the stock exchange(s), along with the quarterly financial
results, a statement disclosing material deviation(s) (if any) in the use of issue proceeds of
non-convertible securities from the objects of the issue, in such format as may be specified
by the Board, till such proceeds have been fully utilised or the purpose for which the proceeds
were raised has been achieved.

229
Regulation 52 (5) omitted w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021;
230
Clause (a) of Regulation 52(6) omitted w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021;
231
Regulation 52 (7) completely substituted vide SEBI Notification dated 14.11.2022;
232
Regulation 52 (7A) completely substituted vide SEBI Notification dated 14.11.2022 which was earlier inserted vide
SEBI Notification dated 7.9.2021;

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(8) The listed entity shall, within two 233working days of the conclusion of the meeting of the
board of directors, publish the financial results and 234the line items referred to in sub-
regulation (4), in at least one English national daily newspaper circulating in the whole or
substantially the whole of India:
235
Provided that if the listed entity has submitted both standalone and consolidated financial
results, to the stock exchange(s), it shall publish consolidated financial results along with the
line items referred to in sub-regulation (4), in the newspaper.

53. Annual Report.

(1) 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;

(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.

236
(2) The listed entity shall submit to the stock exchange and the debenture trustee and publish
on its website-

(a) a copy of the annual report sent to the shareholders along with the notice of the annual
general meeting, not later than the date of commencement of dispatch to its
shareholders; and

(b) in the event of any changes to the annual report, the revised copy along with the details
and explanation for the changes, not later than 48 hours after the annual general meeting.

233
Word “calendar” substituted with word “working” w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021;
234
Word “the line items” inserted in lieu of word “statement” vide SEBI Notification dated 14.11.2022;
235
New 1st Proviso added in Regulation 52 (8) vide SEBI Notification dated 14.11.2022;
236
New Sub-Regulation (2) inserted after Regulation 53(1) w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021

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54. 237Security Cover.

(1) In respect of its 238secured listed non-convertible debt securities, the listed entity shall
maintain hundred per cent 239security cover or higher security cover as per the terms of offer
document / Information Memorandum and / or Debenture Trust Deed, sufficient to discharge
the principal amount 240and the interest thereon at all times for the non-convertible debt
securities issued.

(2) The listed entity shall disclose to the stock exchange in quarterly, half-yearly, year-to-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) 241
The listed entity shall disclose the 242security cover available in case of non-convertible
debt securities along with its financial results in the format as specified by the Board.

55. Credit Rating.

Each rating obtained by the listed entity with respect to non-convertible 243 securities shall be
reviewed at least once a year by a credit rating agency registered by the Board.

56. Documents and Intimation to Debenture Trustees.

(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 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;

237
Word “Asset Cover” replaced with “Security Cover” w.e.f 11.04.2022 vide SEBI Notification dated 11.4.2022;
238
Word “secured” added w.e.f 11.04.2022 vide SEBI Notification dated 11.4.2022;
239
Word “asset cover or higher asset cover” replace with “security cover or higher security cover” w.e.f 11.04.2022
vide SEBI Notification dated 11.4.2022;
240
Word “and the interest thereon” added w.e.f 11.04.2022 vide SEBI Notification dated 11.4.2022;
241
New Sub-Regulation (3) inserted in Regulation 54 w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021;
242
Word “Asset Cover” replaced with “Security Cover” w.e.f 11.04.2022 vide SEBI Notification dated 11.4.2022;
243
Word “debt” omitted from Regulation 55 w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021;

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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;

244
iv. All covenants of the issue (including side letters, accelerated payment clause, etc.)

(d) a half-yearly certificate regarding maintenance of hundred percent 245security cover or

higher security cover246 as per the terms of offer document / Information Memorandum
and / or Debenture Trust Deed, including compliance with all the covenants, in respect
of listed non-convertible debt securities, by the statutory auditor, along with the
247
financial results, in the manner and format as specified by the Board.

Provided that submission of 248this certificates is not applicable where bonds are secured
by a Government guarantee.

(1A) 249The listed entity shall also disclose to the Debenture Trustee at the same time as it has
intimated to the stock exchange, all material events and/or information as disclosed under
regulation 51of these regulations in so far as it relates to the interest, principal, issue and
terms of non-convertible debt securities, rating, creation of charge on the assets, notices,
resolutions and meetings of holders of non-convertible debt securities.

(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.

244
New Sub-clause (iv) inserted after Regulation 56 (1) (c) (iii) vide SEBI Notification dated 8.10.2020
245
Word “asset cover or higher asset cover” replace with “security cover or higher security cover” w.e.f 11.04.2022
vide SEBI Notification dated 11.4.2022;
246
Word “higher” added before word “asset cover as per terms” w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021;
247
Word “half- yearly financial results“ replaced with word “financial results, in the manner and format as specified by
Board” w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021;
248
Word “half yearly” replaced with “this” w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021;
249
New Sub-Regulation (1A) inserted after Regulation 56 (1) w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021;

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57. 250Intimations / Other submissions to stock exchange(s).

The listed entity shall submit a certificate to the stock exchange regarding status of payment
of interest or dividend or repayment or redemption of principal of non-convertible securities,
within one working day of it becoming due, in the manner and format as specified by the
Board from time to time.

58. 251 Documents & information to holders of Non-convertible securities

(1) The listed entity shall send the following documents:

252
a. Soft copies of the full annual reports to all the holders of non-convertible securities who
have registered their email address(es) either with the listed entity or with any depository;

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-convertible 253securities who have not so registered;
254
c. Hard copies of full annual reports to those holders of non-convertible securities, who
request for the same.
255
d. Omitted;

(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.

59. Structure of non-convertible debt securities & redeemable preference shares.

(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 256non-convertible debt securities in terms of coupon, conversion,

redemption, or otherwise.

250
Regulation 57 completely substituted w.e.f 14.06.2023 vide SEBI Notification dt 14.6.2023;
251
Word “Debt & Non-convertible” omitted in Regulation 58 wef 13.08.2021 vide SEBI notification dt 13.08.2021;
252
Clause (a) of Regulation 58(1) substituted completely wef 13.08.2021 vide SEBI notification dated 13.08.2021;
253
Clause (b) of Regulation 58 (1) modified wef 13.08.2021 vide SEBI notification dated 13.08.2021;
254
Clause (c) of Regulation 58 (1) modified wef 13.08.2021 vide SEBI notification dated 13.08.2021;
255
Clause (d) of Regulation 58(1) omitted wef 13.08.2021 vide SEBI notification dated 13.08.2021;
256
Clause (a) of Regulation 59 (1) modified wef 7.9.2021 vide SEBI Notification dated 7.9.2021;

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257
b. the structure of the non-convertible redeemable preference shares in terms of
dividend, redemption, or otherwise.

(2) The approval of the stock exchange referred to in sub-regulation (1) shall be made only after:
a. 258approval of the board of directors and the debenture trustee and
259
b. obtaining consent in writing of the holders of not less than three-fourths, by value
of holders of that class of securities.

Provided that the listed entity shall provide the facility of remote e-voting to facilitate
such consent.

59A. 260 Draft Scheme of Arrangement and Scheme of Arrangement.

(1) Without prejudice to the provisions of regulation 11, the listed entity that has listed
nonconvertible debt securities or non-convertible redeemable preference shares, intends to
undertake a scheme of arrangement or is involved in a scheme of arrangement under
sections 230-234 and section 66 of the Companies Act, 2013, shall file the draft scheme of
arrangement with the stock exchange(s), along with a non-refundable fee as specified in
Schedule XI, for obtaining the No-objection letter, before filing of such scheme with the
National Company Law Tribunal, in terms of the requirements specified by the Board or stock
exchange(s) from time to time.

(2) The listed entity shall not file any scheme of arrangement under sections 230-234 and section
66 of the Companies Act, 2013, with the National Company Law Tribunal unless it has
obtained a No-objection letter from the stock exchange(s).

(3) The listed entity shall place the No-objection letter of the stock exchange(s) before the
National Company Law Tribunal at the time of seeking approval for the scheme of
arrangement in the manner as may be specified by the Board from time to time:

Provided that the validity of the No-objection letter of the stock exchange(s) shall be six
months from the date of issuance, within which the draft scheme of arrangement shall be
filed by the listed entity with the National Company Law Tribunal.

(4) Upon sanction of the Scheme by the National Company Law Tribunal, the listed entity shall
submit such documents, to the stock exchange(s), as may be specified by the Board and/ or
stock exchange(s) from time to time.

(5) The listed entity shall ensure compliance with such other requirements as may be specified
by the Board from time to time.

(6) The requirements as specified under this regulation and under regulation 94A of these
regulations shall not apply to a restructuring proposal approved as part of a resolution plan
by the National Company Law Tribunal under section 31 of the Insolvency Code, subject to

257
Clause (b) of Regulation 59 (1) modified wef 7.9.2021 vide SEBI Notification dated 7.9.2021;
258
Clause (a) of Regulation 59 (2) modified wef 7.9.2021 vide SEBI Notification dated 7.9.2021
259
Clause (b) and Proviso to it of Regulation 59 (2) substitued wef 7.9.2021 vide SEBI Notification dated 7.9.2021
260
New Sub-Regulation 59A inserted vide SEBI Notification dated 14.11.2022;

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the details being disclosed to the recognized stock exchanges within one day of the
resolution plan being approved.”

60. Record Date

(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 at least seven working days (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.

61. Terms of non-convertible debt securities & redeemable preference shares.

(1) The listed entity shall ensure timely payment of interest or dividend of 261non-convertible debt
securities and /or non-convertible 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.
262
2nd Proviso Omitted.
263
(2) Omitted.
(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
264
and transmission of securities including procedural requirements specified in Schedule
VII.

61A. 265Dealing with unclaimed non-convertible securities and benefits accrued

thereon.

(1) The listed entity shall not forfeit unclaimed interest/dividend/redemption amount.

(2) Where the interest/dividend/redemption amount has not been claimed within thirty days from
the due date of interest/ dividend / redemption payment, a listed entity shall within seven
days from the date of expiry of the said period of thirty days, transfer the amount to an escrow
account to be opened by the listed entity in any scheduled bank.

261
Sub-Regulation (1) of Regulation 61 modified w.e.f 13.08.2021 vide SEBI notification dated 13.08.2021;
262
2nd Proviso to Regulation 61 (1) omitted w.e.f 13.08.2021 vide SEBI notification dated 13.08.2021;
263
Sub-Regulation (2) of Regulation 61 omitted w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021;
264
Word “and Transmission” added w.e.f 25.4.2022 vide SEBI Notification dated 25.4.2022;
265
New Regulation 61A inserted after Regulation 61 w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021;

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 86 | P a g e

Provided that the interest/ dividend/ redemption amount that is unclaimed and outstanding
for a period of less than seven years as on the date of notification of this sub-regulation shall
be transferred to the escrow account within thirty days, where it shall remain for the
intervening period up to seven years.

(3) Any amount transferred to the escrow account that remains unclaimed for seven years shall
be transferred to the ‘Investor Education and Protection Fund’ constituted in terms of section
125 of the Companies Act, 2013:
266
Provided that for listed entities which do not fall within the definition of “company” under
the Companies Act, 2013 and the Rules made thereunder, any amount in the escrow account
that remains unclaimed for seven years shall be transferred to the Investor Protection and
Education Fund created by the Board in terms of section 11 of the Act:
267
Provided further that the amount transferred to the Investor Protection and Education fund
shall not bear any interest.
268
(4) The unclaimed amount of a person that has been transferred to the Investor Protection
and Education Fund in terms of this regulation, may be claimed in such manner as may be
specified by the Board. (Refer SEBI Circular vide no.SEBI/HO/DDHS/DDHS-RAC-
1/P/CIR/2023/176 dated 8.11.2023 for Procedural framework for dealing with unclaimed
amounts lying with entities having listed non-convertible securities and manner of claiming
such amounts by investors).

62. Website.
(1) The listed entity shall maintain a functional website containing the following information
about the listed entity:

(a) details of its business;

269
aa. composition of the board;
270
(b) financial information including

(i) notice of meeting of the board of directors where financial results shall be
discussed;

(ii) financial results, on the 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;

266
New Proviso inserted in Regulation 61A vide SEBI Notification dated 14.11.2022;
267
New Proviso added after 1st Proviso in Sub-regulation (3) vide SEBI Notification dated 20.10.2023;
268
New Sub-regulation (4) added after sub-regulation (3) vide SEBI Notification dated 20.10.2023;
269
New clause (aa) inserted in Regulation 62(1) w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021;
270
Clause (b) of Regulation 62(1) substituted completely w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021

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(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:

(i) default by issuer to pay interest or redemption amount;

(ii) failure to create a charge on the assets;

271
(iii) Omitted.
272
(i) all credit ratings obtained by the entity for all its listed non-convertible securities,
updated immediately upon any revision in the ratings;

(j) statements of deviation(s) or variation(s) as specified in sub-regulation (7) and sub-

regulation (7A) of regulation 52 of these regulations;

(k) annual return as provided under section 92 of the Companies Act, 2013 and the rules
made thereunder.

273
(1A) The listed entities to whom regulations 15 to regulation 27 are applicable shall also make
the following additional disclosures on their website:

(a) composition of the various committees of the board of directors;

(b) terms and conditions of appointment of independent directors;

(c) code of conduct of the board of directors and senior management personnel;

(d) details of establishment of vigil mechanism/ whistle blower policy;

(e) criteria of making payments to non-executive directors, if the same has not been
disclosed in the annual report;

(f) secretarial compliance report as per sub-regulation (2) of regulation 24A of these
regulations;

(g) policy on dealing with related party transactions;

271
Sub-clause (iii) of Regulation 62(1)(h) omitted w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021;
272
3 New clauses (i), (j) & (k) inserted after Regulation 62(1)(h) w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021
273
New Sub-Regulation (1A) inserted in Regulation 62 w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021;

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(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 the independent directors (during the

year and on a cumulative basis till date),

(ii) number of hours spent by the independent directors in such programmes

(during the year and on cumulative basis till date), and

(iii) other relevant details.

(2) The listed entity may also issue a press release with respect to the events specified in sub-
regulations (1) 274and (1A).

(3) The listed entity shall ensure that the contents of the website are correct and updated at any
given point of time.

275
(4) 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.

62A. 276Listing of subsequent issuances of non-convertible debt securities

(1) A listed entity, whose non-convertible debt securities are listed shall list all non-convertible
debt securities, proposed to be issued on or after January 1, 2024, on the stock exchange(s).

(2) A listed entity, whose subsequent issues of unlisted non-convertible debt securities made on
or before December 31, 2023 are outstanding on the said date, may list such securities, on
the stock exchange(s).

(3) A listed entity that proposes to list the non-convertible debt securities on the stock
exchange(s) on or after January 1, 2024, shall list all outstanding unlisted non-convertible
debt securities previously issued on or after January 1, 2024, on the stock exchange(s) within
three months from the date of the listing of the non-convertible debt securities proposed to
be listed.

(4) Notwithstanding anything contained in this regulation, no listed entity shall be required to list
the following securities:

(i) Bonds issued under section 54EC of the Income Tax Act, 1961 (43 of 1961);
(ii) Non-convertible debt securities issued pursuant to an agreement entered into
between the listed entity of such securities and multilateral institutions;
(iii) Non-convertible debt securities issued pursuant to an order of any court or Tribunal
or regulatory requirement as stipulated by a financial sector regulator namely, the

274
Sub-Regulation (2) of Regulation 62 modified w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021;
275
New Sub-Regulation (4) inserted in Regulation 62 w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021;
276
New Regulation 62A inserted after Regulation 62 w.e.f 19.9.2023 vide SEBI Notification dated 19.9.2023;

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Board, Reserve Bank of India, Insurance Regulatory and Development Authority of

India or the Pension Fund and Regulatory Development Authority.

(5) The securities issued by the listed entity under clauses (ii) and (iii) of sub-regulation (4) shall
be locked in and held till maturity by the investors and shall be unencumbered.

(6) A listed entity proposing to issue securities under sub-regulation (4) shall disclose to the
stock exchanges on which its non-convertible debt securities are listed, all the key terms of
such securities, including embedded options, security offered, interest rates, charges,
commissions, premium (by any name called), period of maturity and such other details as
may be required to be disclosed by the Board from time to time.

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CHAPTER VI
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SPECIFIED
SECURITIES AND EITHER NON-CONVERTIBLE DEBT SECURITIES OR
NON-CONVERTBLE REDEEMABLE PREFERENCE SHARES OR BOTH
63. Applicability of Chapters IV and V.
(1) An Entity which has listed its ‘specified securities’ and ‘non-convertible securities’ on any
277

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. 278regulation 50(2), (3);
b. regulation 51;
c. regulation 52(3), (4), (5) and (6) 279and (7);
d. regulations 53 280to 62
e. 281Omitted
f. Omitted
g. Omitted
h. Omitted
i. Omitted
j. Omitted
k. Omitted
l. Omitted
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.

64. Delisting.

(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.

277
Regulation 63(1) modified w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021
278
Word deleted w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021
279
Word deleted and “and (7)” added w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021
280
Word “to 62” added w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021
281
Clauses (e) to (l) of Regulation 63 (2) deleted w.e.f 7.9.2021 vide SEBI Notification dated 7.9.2021

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282
CHAPTER VIA

FRAMEWORK FOR VOLUNTARY DELISTING OF NON-CONVERTIBLE

DEBT SECURITIES OR NON-CONVERTBLE REDEEMABLE
PREFERENCE SHARES AND OBLIGATIONS OF THE LISTED ENTITY ON
SUCH DELISTING

64A. Applicability.

(1) The provisions of this Chapter shall be applicable to voluntary delisting of all listed non-
convertible debt securities or non-convertible redeemable preference shares from all or any
of the stock exchanges where such non-convertible debt securities or non-convertible
redeemable preference shares are listed except where:

a. a listed entity that has outstanding listed non-convertible debt securities or non-
convertible redeemable preference shares issued by way of a public issue; or

b. a listed entity has more than two-hundred securities holders excluding qualified
institutional buyers in any International Securities Identification Number relating to
listed non-convertible debt securities or non-convertible redeemable preference
shares;

c. non-convertible debt securities or non-convertible redeemable preference shares

have been delisted by the stock exchanges as a consequence of any penalty or action
initiated against the listed entity or on any grounds as specified under rule 21 of the
Securities Contracts (Regulation) Rules, 1957;

d. non-convertible debt securities or non-convertible redeemable preference shares

have been delisted by the stock exchanges pursuant to redemption of such securities
or shares;

e. non-convertible debt securities or non-convertible redeemable preference shares

have been delisted pursuant to a resolution plan as per Section 31 of the Insolvency
Code.

(2) In case of delisting pursuant to a resolution plan as per the provisions of the Insolvency Code,
the details of delisting of non-convertible debt securities or non-convertible redeemable
preference shares shall be disclosed to the stock exchanges where such securities or shares
are listed within one working day of the approval of the resolution plan under the Insolvency
Code.

(3) The provisions of regulation 59 of these regulations shall not be applicable to the voluntary
delisting of non-convertible debt securities or non-convertible redeemable preference shares
under this Chapter.

282
New “Chapter VIA” inserted after Chapter VI w.e.f 23.8.2023 vide SEBI Notification dated 23.08.2023;

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64B. In-principle approval of the stock exchanges.

(1) The listed entity shall make an application to the relevant stock exchange(s) for seeking
in-principle approval for the proposed delisting of non-convertible debt securities or non-
convertible redeemable preference shares in the form specified by such stock exchange, not
later than fifteen working days from the date of passing of the board resolution to that effect
or of receipt of any other statutory or regulatory approval, whichever is later.

(2) The application seeking in-principle approval for the delisting of the non-convertible debt
securities or non-convertible redeemable preference shares shall be disposed of by the
relevant stock exchange(s) within a period not exceeding fifteen working days from the date
of receipt of such application that is complete in all respects.

(3) The stock exchange shall take into account all relevant matters including the following while
granting the in-principle approval:
a. necessary approvals of the board of directors in respect of the delisting proposal;
b. due resolution of all investor grievances by the listed entity;
c. due payment of all listing fees or fines or penalties to the stock exchange;
d. compliance with all provisions of these regulations;
e. pendency of any litigation or action against the listed entity pertaining to its activities
in the securities market;
f. non-payment of any penalty imposed by the Board or the existence of any restrictions
or limitations imposed by the Board upon the listed entity.

64C. Obligations of the listed entity:

(1) The listed entity shall ensure that the process of obtaining necessary approval from all
holders of nonconvertible debt securities or non-convertible redeemable preference shares
commences within three working days of the grant of in-principle approval by the stock
exchange(s).

(2) All the events in respect of the proposal of delisting for non-convertible debt securities or
nonconvertible redeemable preference shares beginning with the placing of the agenda for
delisting before the board of directors till the delisting is completed, shall be disclosed as
material information to the stock exchanges as per regulation 51 of these regulations.

(3) In addition to the information disclosed to the stock exchanges as per regulation 51 of these
regulations, the following information shall be disclosed by the listed entity on its website as
well as to the stock exchanges, within two working days from the date of receipt of in-principle
approval from the stock exchanges for delisting of non-convertible debt securities or non-
convertible redeemable preference shares:

a. the name(s) of the stock exchange(s) from which the non-convertible debt securities
or nonconvertible redeemable preference shares are sought to be delisted together
with the details of all such securities or shares that are sought to be delisted;

b. the cut-off date specified for determining the list of holders of non-convertible debt
securities or non-convertible redeemable preference shares to whom notice for
approving the delisting proposal is mandated to be sent;

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c. the objects and reasons for delisting of non-convertible debt securities or non-
convertible redeemable preference shares;

d. the proposed time table from the cut-off date as specified in clause (b) till the date of
making final application to the stock exchanges for delisting of non-convertible debt
securities or nonconvertible redeemable preference shares;

e. a disclaimer specifying the following:

“Once the said securities are delisted:

(i) the delisted non-convertible debt securities/ non-convertible redeemable
preference shares shall cease to be under the purview of the Act and the rules
and regulations prescribed thereunder; and

(ii) the holders of such non-convertible debt securities/ non-convertible redeemable

preference shares shall not have any recourse to the investor grievance
mechanism for any reason including change/ removal of the debenture trustee or
in case of default, such as dispute resolution mechanism, grievance redress
mechanism (SCORES), etc. under the Act and the rules and regulations made
thereunder.”

f. a statement by the board of directors of the listed entity confirming that all material
information which is required to be disclosed under the provisions of these regulations
has been disclosed to the stock exchange;

g. a statement from the debenture trustee on the adequacy of security cover in case of
secured nonconvertible debt securities;

h. an undertaking that the issuer has not paid or shall not pay any incentive to any
investor, directly or indirectly, in connection with delisting under this Chapter;

i. disclosure of non-convertible debt securities or non-convertible redeemable

preference shares held by the related parties or by any person on behalf of the issuer
or its related parties and an undertaking that such persons shall not vote on the
proposal;

j. an undertaking that the issuer has not entered or shall not enter into any arrangement
with any investor or with persons referred to in clause (i) above, by way of side letters
or otherwise which leads to the discrimination amongst the investors;

k. a statement by the board of directors of the listed entity certifying that: -

(i) the entity is in compliance with the applicable provisions of securities laws; and
(ii) the delisting, in their opinion (with detailed explanation), is in the interest of the
holders of the non-convertible debt securities or non-convertible redeemable
preference shares;

l. name and contact details of the compliance officer of the listed entity.

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64D. Notice of delisting

(1) The listed entity shall send the notice of delisting to the holders of non-convertible debt
securities or non-convertible redeemable preference shares, not later than three working
days from the date of receipt of in-principle approval from the stock exchanges.

(2) A copy of the notice referred to in sub-regulation (1) shall also be made available on the
website of the listed entity.

(3) The notice of delisting shall contain all the disclosures specified in regulation 64C of these
regulations along with the in-principle approval received from the stock exchange(s) and
such other disclosures as may be necessary for the holders of non-convertible debt securities
or non-convertible redeemable preference shares to take an informed decision.

(4) The notice of delisting shall also contain the provision of e-voting for the holders of the
nonconvertible debt securities or non-convertible redeemable preference shares.

64E. Approval from the holders and No-Objection Letter from the Debenture Trustee.

(1) The listed entity shall obtain approval from all the holders of non-convertible debt securities
or nonconvertible redeemable preference shares within fifteen working days from the date of
the notice of delisting.

(2) The listed entity shall also obtain the No-Objection Letter from the debenture trustee in case
of delisting of non-convertible debt securities.

64F. Failure of delisting proposal.

(1) The delisting proposal shall be deemed to have failed under any of the following
circumstances:
a. non-receipt of in-principle approval from any of the stock exchanges; or
b. non-receipt of requisite approval from the holders of non-convertible debt securities
or nonconvertible redeemable preference shares; or
c. non-receipt of No-Objection Letter from the debenture trustee in case of proposal for
delisting of non-convertible debt securities.

(2) In case of failure of the delisting proposal, the listed entity shall intimate the same to the stock
exchanges within one working day from the date of event of failure as specified in sub-
regulation (1).

64G. Final application to the stock exchange.

(1) Within five working days from the date of obtaining the requisite approval from the holders of
nonconvertible debt securities or non-convertible redeemable preference shares in terms of

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regulation 64E of these regulations, the listed entity shall make the final application for
delisting to the stock exchange in the form specified by such stock exchange.

(2) The final application for delisting shall be disposed of by the stock exchange within fifteen
working days from the date of receipt of such application that is complete in all respects.

(3) Upon disposal of the final application for delisting by the stock exchange, the non-convertible
debt securities or non-convertible redeemable preference shares of the listed entity, as the
case may be, shall be delisted from the stock exchange.

64H. Delisting from some of the stock exchanges.

(1) Where the non-convertible debt securities or non-convertible redeemable preference shares
are listed on more than one stock exchanges, the listed entity may choose to delist such
securities or shares from all stock exchanges except one such stock exchange having
nationwide trading terminals.

(2) If the listed entity proposes to delist its non-convertible debt securities or non-convertible
redeemable preference shares as per sub-regulation (1), the provisions of regulations 64B
to 64G of these regulations shall not be applicable and the listed entity shall:

a. obtain the prior approval of its board of directors for such delisting;
b. make an application to the stock exchange for delisting its non-convertible debt
securities or nonconvertible redeemable preference shares;
c. disclose the fact of delisting from the stock exchanges on its website;
d. obtain No-Objection Letter from the Debenture Trustee in case of proposed delisting
of nonconvertible debt securities;
e. disclose the fact of delisting, the reasons for such delisting and the fact of continuation
of listing of non-convertible debt securities or non-convertible redeemable preference
shares, as the case may be, on the stock exchange having nationwide trading
terminals, on its website.

(3) The application for delisting filed as per sub-regulation (1) shall be disposed of by the stock
exchange within a period not exceeding thirty working days from the date of receipt of such
application that is complete in all respects.

64I. Monitoring of compliance by the stock exchanges

The relevant stock exchanges shall monitor compliance by the listed entity with the provisions of
this Chapter and shall report to the Board all instances of non-compliance as soon as reasonably
possible.

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

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.

66. Definitions.

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.

67. General Obligations of listed entity.

(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).

68. Disclosure of material events or information.

(1) The listed entity shall promptly inform to the stock exchange(s) of all events which are
material, all information which is price sensitive and/or have bearing on
performance/operation of the listed entity.

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(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.

69. Indian Depository Receipt holding pattern & Shareholding details.

(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

70. Periodical Financial Results.

(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.

71. Annual Report.

(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.

72. Corporate Governance.

(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

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

73. Documents and Information to IDR Holder.

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

74. Equitable Treatment to IDR Holders.

(1) If the listed entity's equity shares or other securities representing equity 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-
à-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.

75. Advertisements in Newspapers.

(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.

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76. Terms of Indian Depository Receipts.

(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.

(3) The Indian Depository Receipts shall have two-way fungibility in the manner specified by the
Board from time to time.

77. Structure of Indian Depository Receipts.

(1) The listed entity shall ensure that the underlying shares of IDRs shall rank pari-passu 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.

78. Record Date.

(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 of at least four working days to the recognised
stock exchange(s) of record date specifying the purpose of the record date.

79. Voting.

(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.

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80. Delisting of Indian Depository Receipt.

(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.

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

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CHAPTER VIII

OBLIGATIONS OF LISTED ENTITY WHICH LISTED SECURITISED DEBT

INSTRUMENTS

81. Applicability.

(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 283 (Issue and Listing of Securitised Debt Instruments
and Security Receipts) Regulations, 2008;

82. Intimation and filings with stock exchange(s).

(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 intimation and date of the meeting, 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 284(SEBI circular No.CIR/IMD/DF1/10 /2015 dated 27th November, 2015) pertaining to
Schemes to stock exchange within seven 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.

283
New word “Issue and Listing of Securitised Debt Instruments and Security Receipts” w.e.f 6.9.2018 vide SEBI
Notification dated 6.09.2018;
284
Format as per SEBI Circular CIR/IMD/DF1/10 /2015 dated 27th November, 2015

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83. Disclosure of information having bearing on performance/operation of listed

entity and/or price sensitive information.

(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.

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.

84. Credit Rating.

(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).

85. Information to Investors.

(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.

86. Terms of Securitized Debt Instruments.

(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.

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(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 for any reason
which the recognised stock exchange(s) considers proper in accordance with the applicable
legal provisions.

87. Record Date.

(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 atleast seven working days (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.

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285
CHAPTER VIII A
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SECURITY
RECEIPTS

87A. Applicability.

(1) The provisions of this chapter shall apply to the issuer of security receipts which has listed
its security receipts and the issuer and its sponsor shall ensure compliance with each of the
provisions of these Regulations.

(2) The expressions “asset reconstruction company”, “investor”, “issue”, “issuer”, “offer for sale”,
“private placement offer”, “qualified buyer”, “scheme”, “security receipts”, “sponsor”, and
“valuer” shall have the same meaning as assigned to them under Securities and Exchange
Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts)
Regulations, 2008.

87B. Intimations and Disclosure of events or information to Stock Exchanges.

(1) The listed entity shall first disclose to stock exchange(s) of all events or information, as
specified in Part E of Schedule III, as soon as reasonably possible but not later than twenty
four hours from occurrence of the 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 the delay.

(2) The listed entity with respect to disclosures referred to in this regulation, shall provide
updates related to such disclosures on a regular basis, till such time the event is
resolved/closed, with relevant explanations.

(3) 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.

(4) The listed entity, suo moto, may confirm or deny any reported event or information to stock
exchange(s).

(5) The listed entity shall disclose on its website or on the website of the sponsor 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.

285
New Chapter VIIIA inserted w.e.f 06.09.2018 vide SEBI Notification dated 06.09.2018;

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87C. Valuation, Rating and NAV disclosure.

(1) An issuer whose security receipts are listed on a stock exchange shall ensure that:
(i) the listed security receipts are valued at the end of each quarter i.e. as on March 31,
June 30, September 30 and December 31 of every year;

(ii) valuation is conducted by an independent valuer; and

(iii) the net asset value is calculated on the basis of such independent valuation and the
same is declared by the asset reconstruction company within fifteen days of the end of the
quarter.

(2) The issuer shall also comply with the extant Reserve Bank of India requirement of obtaining
credit rating of security receipts at half yearly interval and declaration of the net asset value
thereafter and/or any other requirement as prescribed by the Reserve Bank of India from
time to time.

Provided that in those two quarters in a year, where both external valuation and credit rating
are required, issuer shall disclose lower of the two calculated Net Asset Value.

87D. Terms of Security Receipts.

(1) Any security receipt issued would be transferable only in favour of qualified buyers in terms
of Securitisation and Reconstruction of Financial Assets and Enforcement of Security Interest
Act, 2002.

(2) Unless the terms of issue provide otherwise, the listed entity shall not select any of its listed
security receipts for payments otherwise than on pro rata basis or by lot and shall promptly
submit to the stock exchange(s) the details thereof.

87E. Record Date.

(1) The listed entity shall fix a record date for payment to holders of security receipts or for such
other purposes as specified by the stock exchange(s).

(2) The listed entity shall give notice in advance of at least seven working days (excluding the
date of intimation and the record date) to the 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.

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CHAPTER IX
OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS MUTUAL
FUND UNITS

88. Applicability.

(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).

89. Definitions.

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;

90. Submission of Documents.

(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. any prohibitory orders restraining the listed entity from transferring units registered in
the name of the unit holders.

91. Dissemination on the website of stock exchange(s).

The listed entity shall submit such information and documents, which are required to be
disseminated on the listed entity’s website in terms of Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996 and directions issued there under, to the recognised stock
exchange for dissemination.

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286
CHAPTER IX-A
OBLIGATIONS OF SOCIAL ENTERPRISES

91A. Applicability
The provisions of this Chapter shall apply to:
a. a For Profit Social Enterprise whose designated securities are listed on the applicable
segment of the Stock Exchange(s);
b. a Not for Profit Organization that is registered on the Social Stock Exchange(s);

91B. Disclosures by a For Profit Social Enterprise.

A For Profit Social Enterprise whose designated securities are listed on the Stock Exchange(s) shall
comply with the disclosure requirements contained in these regulations with respect to issuers
whose specified securities are listed on the Main Board or the SME Exchange or the Innovators
Growth Platform, as the case may be.

91C. Disclosures by a Not for Profit Organization.

(1) A Not for Profit Organization registered on the Social Stock Exchange(s), including a Not for
Profit Organization whose designated securities are listed on the Social Stock Exchange(s),
shall be required to make annual disclosures to the Social Stock Exchange(s) on matters
specified by the Board, within 60 days from the end of the financial year or within such period
as may be specified by the Board.

(2) In addition to the disclosures referred in sub-regulation (1), the Social Stock Exchange(s)
may specify matters that shall be disclosed by the Not for Profit Organization on an annual
basis.

91D. Intimations and disclosures by Social Enterprise of events or information to

Social Stock Exchange(s) or Stock Exchange(s)

(1) A Social Enterprise whose designated securities are listed on the Social Stock Exchange(s)
or the Stock Exchange(s), as the case may be, shall frame a policy for determination of
materiality, duly approved by its board or management, as the case may be, which shall be
disclosed on the Social Stock Exchange(s) or the Stock Exchange(s).

(2) The board and management of the Social Enterprise shall authorize one or more of its Key
Managerial Personnel for the purpose of determining materiality of an event or information
and for the purpose of making disclosures to the Social Stock Exchange(s) or the Stock
Exchange(s), as the case may be, under this regulation and the contact details of such
personnel shall also be disclosed to the Social Stock Exchange(s) or the Stock Exchange(s).

(3) A Social Enterprise whose designated securities are listed on the Social Stock Exchange(s)
or the Stock Exchange(s), as the case may be, shall disclose to the Social Stock Exchange(s)
or the Stock Exchange(s) where it is registered or has listed its specified securities, as the
case may be, any event that may have a material impact on the planned achievement of
outputs or outcomes.

286
New Chapter IX-A inserted w.e.f 25.07.2022 vide SEBI notification dated 25.07.2022

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(4) The disclosure referred in sub-regulation (3) shall be made as soon as reasonably possible
but not later than seven days or within such period as may be specified by the Board, from
the occurrence of the event and shall comprise details of the event including the potential
impact of the event and the steps being taken by the Social Enterprise to address the same.

(5) The Social Enterprise shall provide updates on a regular basis along with relevant
explanations in respect of the disclosures required in sub-regulation (3) till the time the
concerned event remains material.
(6) The Social Enterprise shall provide specific and adequate reply to all queries raised by the
Social Stock Exchange(s) or the Stock Exchange(s), as the case may be, with respect to any
events or information:
Provided that the Social Stock Exchange(s) or the Stock Exchange(s), as the case may be,
shall disseminate the information and clarification as soon as reasonably practicable.
(7) The Social Enterprise may suo moto confirm or deny any reported event or information to
Social Stock Exchange(s) or the Stock Exchange(s), as the case may be.
(8) The Social Enterprise shall disclose on its website all such events or information which have
been disclosed to the Social Stock Exchange(s) or the Stock Exchange(s), as the case may
be, under this regulation.

91E. Disclosures by a Social Enterprise in respect of social impact

(1) A Social Enterprise, which is either registered with or has raised funds through a Social
Stock Exchange or a Stock Exchange, as the case may be, shall be required to submit an
annual impact report to the Social Stock Exchange or the Stock Exchange in the format
specified by the Board from time to time.
(2) The annual impact report shall be 287assessed by a Social Impact Assessment Firm
employing Social Impact Assessor(s). audited by a Social Audit Firm employing Social
Auditor.

(3) The Social Stock Exchange(s) may specify parameters, in addition to those specified by the
Board, which shall be required to be disclosed by a Social Enterprise on an annual basis.

91F. Statement of utilisation of funds

(1) A listed Not for Profit Organization shall submit to the Social Stock Exchange(s) the following
statement in respect of utilisation of the funds raised, on a quarterly basis:-
(a) category-wise amount of monies raised;
(b) category-wise amount of monies utilised;
(c) balance amount remaining unutilised.
(2) The unutilised amount shall be kept in a separate bank account and shall not be co-mingled
with other funds.

(3) The statement required under sub-regulation (1) shall be given till the time the issue proceeds
have been fully utilised or the purpose for which they were raised, has been achieved.

287
Words “audited by a Social Audit Firm employing Social Auditor” substituted by “assessed by a Social Impact
Assessment Firm employing Social Impact Assessor(s)” vide SEBI notification dated 21.12.2023;

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CHAPTER X
DUTIES AND OBLIGATIONS OF THE RECOGNISED STOCK
EXCHANGE(S)

92. Dissemination.

(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.

93. Transferability.

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.

94. Draft Scheme of Arrangement & Scheme of Arrangement 288in case of entities that
have listed their specified securities.

(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 289No-Objection 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.
290
(3) The stock exchange(s), shall issue No-objection letter to the listed entity within seven
days of receipt of comments from the Board, after suitably incorporating such comments in
the No-objection letter.
Provided that the validity of the No-objection letter of stock exchanges shall be six months
from the date of issuance.
291
(4) The stock exchange(s) shall bring the objections, to the notice of Court or Tribunal at the
time of approval of the scheme of arrangement.

288
Heading change vide SEBI Notification dated 14.11.2022;
289
Word “Objection letter or” deleted from Regulation 94 (2) w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;
290
Regulation 94 (3) modified w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021
291
Regulation 94 (4) modified w.e.f 5.5.2021 vide SEBI Notification dt 5.5.2021

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(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.

94A. 292Draft
Scheme of Arrangement & Scheme of Arrangement in case of entities
that have listed their non-convertible debt securities or non-convertible
redeemable preference shares.

(1) Upon receipt of the draft schemes of arrangement and the documents under sub-regulation
(1) of regulation 59A, the designated stock exchange shall forward the same to the Board, in
such manner as may be specified by the Board.

(2) The stock exchange(s) shall submit to the Board its No-Objection Letter on the draft scheme
of arrangement, after ascertaining whether the draft scheme of arrangement is in compliance
with securities laws, within the timelines as may be specified by the Board from time to time.

(3) The stock exchange(s), shall issue No-objection letter to the listed entity in the manner and
within the timelines, as may be specified by the Board from time to time:

Provided that the validity of the No-objection letter of stock exchanges shall be six months
from the date of issuance.

(4) The stock exchange(s) shall bring the objections to the notice of National Company Law
Tribunal at the time of approval of the scheme of arrangement by the National Company Law
Tribunal.

(5) Upon sanction of the Scheme by the National Company Law Tribunal, the stock exchange
shall forward its recommendations to the Board on the documents submitted by the listed
entity in terms of sub-regulation (4) of regulation 59A.”

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

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.

96. Grievance Redressal.

The recognised stock exchange(s) shall redress/facilitate redressal of complaints of holders of

listed securities from time to time.

97. Monitoring of Compliance/Non Compliance & Adequacy/ Accuracy of disclosures

(1) The recognised stock exchange(s) shall monitor compliance by the listed entity with
provisions of these regulations.

292
New Regulation 94A inserted vide SEBI Notification dated 14.11.2022;

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(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.

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CHAPTER XI

PROCEDURE FOR ACTION IN CASE OF DEFAULT

98. Liability for contravention of the Act, rules or the regulations.

(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.

99. Failure to pay fine.

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.

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293
CHAPTER XI-A

POWER TO RELAX STRICT ENFORCEMENT OF THE REGULATIONS

99A. Exemption from enforcement of the regulations in special cases.

(1) The Board may, exempt any person or class of persons from the operation of all or any of
the provisions of these regulations for a period as may be specified but not exceeding twelve
months, for furthering innovation in technological aspects relating to testing new products,
processes, services, business models, etc. in live environment of regulatory sandbox in the
securities markets.

(2) Any exemption granted by the Board under sub-regulation (1) shall be subject to the
applicant satisfying such conditions as may be specified by the Board including conditions to
be complied with on a continuous basis.

(3) Explanation. — For the purposes of these regulations, "regulatory sandbox" means a live
testing environment where new products, processes, services, business models, etc. may
be deployed on a limited set of eligible customers for a specified period of time, for furthering
innovation in the securities market, subject to such conditions as may be specified by the
Board.

293
Inserted by the SEBI (Regulatory Sandbox) (Amendment) Regulation, w.e.f. 17-04-2020

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CHAPTER XII

MISCELLANEOUS

100. Amendments to other regulations.

The regulations specified in the Schedule IX to these regulations shall be amended in the
manner and to the extent stated therein.

101. Power to remove difficulties.

(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.

102. Power to relax strict enforcement of the regulations.

(1) 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. the non-compliance is caused due to factors affecting a class of entities but being
beyond the control of the entities.

(1A) 294The Board may after due consideration of the interest of the investors and the securities market and
for the development of the securities market, relax the strict enforcement of any of the requirements of
these regulations, if an application is made by the Central Government in relation to its strategic
disinvestment in a listed entity.

295
(2) For seeking relaxation under sub-regulation (1), an application, giving details and the
grounds on which such relaxation has been sought, shall be filed with the Board.

294
One New Sub-Regulation (1A) inserted w.e.f 05.12.2022 vide SEBI Notification 05.12.2022;
295
Two New Sub-Regulation (2) & (3) inserted w.e.f 16.11.2018 vide SEBI Notification 16.11.2018

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296
(3) The application referred to under sub-regulation (2) shall be accompanied by a non-
refundable fee of rupees one lakh payable by way of direct credit in the bank account through
NEFT/ RTGS/ IMPS or online payment using the SEBI Payment Gateway or any other mode
as may be specified by the Board from time to time.

103. Repeal and Savings

(4) 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.

(5) 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.

296
Regulation 102(3) completely substituted w.e.f 1.04.2023 vide SEBI (Payment of Fees And Mode Of
Payment) (Amendment) Regulations, 2023 dated 7.02.2023

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SCHEDULE I – TERMS OF SECURITIES

[See Regulation 12]

The listed entity shall use the facility of electronic clearing services or real time gross settlement or
national electronic funds transfer as follows-

(1) The listed entity either directly 297or through the depositories 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.

297
New word inserted w.e.f 29.05.2018 vide SEBI Notification dated 29.05.2018

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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.

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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 entity’s 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 entity’s 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 entity’s internal control system over financial reporting.

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PART C: ROLE OF AUDIT COMMITTEE & 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 entity’s 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 director’s responsibility statement to
be included in the board’s 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 issue or rights issue 298or preferential issue or qualified
institutions placement, and making appropriate recommendations to the board to take
up steps in this matter;

(7) reviewing and monitoring the auditor’s independence and performance, and
effectiveness of audit process;

298
Word “preferential issue or qualified institutions placement” inserted in Clause (6) vide SEBI notification dated
14.11.2022;

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(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.
299
(21) reviewing the utilization of loans and/ or advances from/investment by the holding
company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of
the subsidiary, whichever is lower including existing loans / advances / investments
existing as on the date of coming into force of this provision.

300
(22) consider and comment on rationale, cost-benefits and impact of schemes
involving merger, demerger, amalgamation etc., on the listed entity and its
shareholder.

299
New Sub-clause (21) inserted, Clause A, Part C, Schedule II w.e.f 01.04.2019 vide SEBI Notification dated
09.05.2018;
300
New Sub-clause (22) inserted, Clause A, Part C, Schedule II w.e.f 5.5.2021 vide SEBI Notification dt 5.5.2021;

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

(1) management discussion and analysis of financial condition and results of operations;
301
(2) Omitted;

(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).

301
Omitted w.e.f 1.4.2022 vide SEBI Notification dated 09.11.2022;

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PART D: ROLE OF COMMITTEES (OTHER THAN AUDIT COMMITTEE)

[See Regulation 19(4) and 20(4) and 302 21(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;
303
(1A) For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board
and on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended to the Board for
appointment as an independent director shall have the capabilities identified in such
description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard
to diversity; and
c. consider the time commitments of the candidates.

(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.
304
(6) recommend to the board, all remuneration, in whatever form, payable to senior
management.

B. Stakeholders Relationship Committee

305
The role of the committee shall inter-alia include the following:

302
Existing Heading of PART D change by adding 21(4) w.e.f 5.5.2021 vide SEBI Notification dt 5.5.2021;
303
New sub-clause (1A) inserted after Clause (1) vide SEBI Notification dated 03.08.2021 w.e.f 1.1.2022;
304
New Sub-clause (6) inserted after sub-clause (5), Clause A, Part D, Schedule II w.e.f 01.04.2019 vide SEBI Notification
dated 09.05.2018;
305
Clause B of Part D of Schedule II completely substituted w.e.f 01.04.2019 vide SEBI Notification dated 09.05.2018;

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(1) Resolving the grievances of the security holders of the listed entity including complaints
related to transfer/transmission of shares, non-receipt of annual report, non-receipt of
declared dividends, issue of new/duplicate certificates, general meetings etc.

(2) Review of measures taken for effective exercise of voting rights by shareholders.

(3) Review of adherence to the service standards adopted by the listed entity in respect of
various services being rendered by the Registrar & Share Transfer Agent.

(4) Review of the various measures and initiatives taken by the listed entity for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the company.

306
C. Risk Management Committee

The role of the committee shall, inter alia, include the following:

(1) To formulate a detailed risk management policy which shall include:

a. A framework for identification of internal and external risks specifically faced by the
listed entity, in particular including financial, operational, sectoral, sustainability
(particularly, ESG related risks), information, cyber security risks or any other risk as
may be determined by the Committee.

b. Measures for risk mitigation including systems and processes for internal control of
identified risks.

c. Business continuity plan.

(2) To ensure that appropriate methodology, processes and systems are in place to monitor
and evaluate risks associated with the business of the Company;

(3) To monitor and oversee implementation of the risk management policy, including
evaluating the adequacy of risk management systems;

(4) To periodically review the risk management policy, at least once in two years, including
by considering the changing industry dynamics and evolving complexity;

(5) To keep the board of directors informed about the nature and content of its discussions,
recommendations and actions to be taken;

(6) The appointment, removal and terms of remuneration of the Chief Risk Officer (if any)
shall be subject to review by the Risk Management Committee.

The Risk Management Committee shall coordinate its activities with other committees, in
instances where there is any overlap with activities of such committees, as per the framework
laid down by the board of directors.

306
New Paragraph added “C. Risk Management Committee” added w.e.f 5.5.2021 vide SEBI Notification dated
5.5.2021

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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 / her duties.

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.
307
D. Separate posts of Chairperson and the Managing Director or the Chief Executive
Officer

The listed entity may appoint separate persons to the post of the Chairperson and the
Managing Director or the Chief Executive Officer, such that the Chairperson shall –

(a) be a non-executive director; and

(b) not be related to the Managing Director or the Chief Executive Officer as per the definition
of the term “relative” defined under the Companies Act, 2013.

E. Reporting of internal auditor

The internal auditor may report directly to the audit committee.

307
Clause D of Part E of Schedule II inserted w.e.f 22.03.2022 vide SEBI Notification dated 22.03.2022

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SCHEDULE III

PART A: DISCLOSURES OF EVENTS OR INFORMATION

[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,

308

merger, demerger or restructuring), sale or disposal of any unit(s), division(s), whole or

substantially the whole of the undertaking(s) or subsidiary of the listed entity, sale of stake in
associate company of the listed entity or any other restructuring.
Explanation (1) - For the purpose of this sub-paragraph, the word 'acquisition' shall mean-
i. acquiring control, whether directly or indirectly; or

ii. acquiring or agreement to acquire shares or voting rights in a company, whether

existing or to be incorporated, 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-paragraph and such
change exceeds two per cent of the total shareholding or voting rights in the
said company; or

c. the cost of acquisition or the price at which the shares are acquired exceeds
the threshold specified in sub-clause (c) of clause (i) of sub-regulation (4) of
regulation 30.

Explanation (2) - For the purpose of this sub-paragraph, “sale or disposal of subsidiary” and
“sale of stake in associate company” shall include-
i. an agreement to sell or sale of shares or voting rights in a company such that the
company ceases to be a wholly owned subsidiary, a subsidiary or an associate
company of the listed entity; or
ii. an agreement to sell or sale of shares or voting rights in a subsidiary or associate
company such that the amount of the sale exceeds the threshold specified in
subclause (c) of clause (i) of sub-regulation (4) of regulation 30.

Explanation (3)- For the purpose of this sub-paragraph, “undertaking” and “substantially the
whole of the undertaking” shall have the same meaning as given under section 180 of the
Companies Act, 2013.

308
Sub-paragraph (1) of Para A, Part A of Schedule III completely substituted w.e.f 13.07.2023 vide SEBI notification
dated 14.06.2023;

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 126 | P a g e

(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.
309
(3) New Rating(s) or 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:
i. 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;

ii. any cancellation of dividend with reasons thereof;

iii. the decision on buyback of securities;

iv. the decision with respect to fund raising proposed to be undertaken

v. increase in capital by issue of bonus shares through capitalization including the

date on which such bonus shares shall be credited/dispatched;
vi. 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;

vii. short particulars of any other alterations of capital, including calls;

viii. financial results;

ix. decision on voluntary delisting by the listed entity from stock exchange(s);
310
Provided that in case of board meetings being held for more than one day, the
financial results shall be disclosed within thirty minutes of end of the meeting for
the day on which it has been considered.

(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.

(5A) 311
Agreements entered into by the shareholders, promoters, promoter group entities,
related parties, directors, key managerial personnel, employees of the listed entity or of
its holding, subsidiary or associate company, among themselves or with the listed entity
or with a third party, solely or jointly, which, either directly or indirectly or potentially or
whose purpose and effect is to, impact the management or control of the listed entity or

309
Word “ New Rating or” inserted w.e.f 13.07.2023 vide SEBI Notification dt 14.6.2023;
310
The following inserted after sub-clause (i) w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;
311
New Sub-paragraph (5A) inserted in Para A of Schedule III wef 13.07.2023 vide SEBI notification dated 14.06.2023;

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 127 | P a g e

impose any restriction or create any liability upon the listed entity, shall be disclosed to the
Stock Exchanges, including disclosure of any rescission, amendment or alteration of such
agreements thereto, whether or not the listed entity is a party to such agreements.

Provided that such agreements entered into by a listed entity in the normal course of
business shall not be required to be disclosed unless they, either directly or indirectly or
potentially or whose purpose and effect is to, impact the management or control of the
listed entity or they are required to be disclosed in terms of any other provisions of these
regulations.

Explanation: For the purpose of this clause, the term “directly or indirectly” includes
agreements creating obligation on the parties to such agreements to ensure that listed
entity shall or shall not act in a particular manner.

(6) Fraud or defaults by a listed entity, its promoter, director, key managerial personnel,
312

senior management or subsidiary or arrest of key managerial personnel, senior

management, promoter or director of the listed entity, whether occurred within India or
abroad.

For the purpose of this sub-paragraph:

i. Fraud shall include fraud as defined under Regulation 2(1)(c) of Securities and
Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices
relating to Securities Market) Regulations, 2003.

ii. Default’ shall mean non-payment of the interest or principal amount in full on the
date when the debt has become due and payable.

Explanation 1- In case of revolving facilities like cash credit, an entity would be considered
to be in ‘default’ if the outstanding balance remains continuously in excess of the
sanctioned limit or drawing power, whichever is lower, for more than thirty days.
Explanation 2- Default by a promoter, director, key managerial personnel, senior
management, subsidiary shall mean default which has or may have an impact on the listed
entity.

(7) Change in directors, key managerial personnel (Managing Director, Chief Executive
Officer, Chief Financial Officer, Company Secretary etc.), 313senior management, Auditor
and Compliance Officer.

(7A) 314In case of resignation of the auditor of the listed entity, detailed reasons for resignation
of auditor, as given by the said auditor, shall be disclosed by the listed entities to the
stock exchanges as soon as possible but not later than twenty four hours of receipt of
such reasons from the auditor.

312
Sub-paragraph (6) of Para A completely substituted w.e.f 13.07.2023 vide SEBI notification dated 14.06.2023;
313
Word “ senior management” in sub-paragraph (7) added w.e.f 13.07.2023 vide SEBI notification dated 14.06.2023;
314
Two New Clauses (7A) & (7B) inserted after Clause 7 in Clause A, Part A, Schedule III w.e.f 1.04.2019 vide SEBI
Notification dated 09.05.2018;

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(7B) Resignation of independent director including reasons for resignation: In case of

resignation of an independent director of the listed entity, within seven days from the date
of resignation, the following disclosures shall be made to the stock exchanges by the
listed entities:
315
i. The letter of resignation along with detailed reasons for the resignation of
independent directors as given by the said director. 316shall be disclosed by the listed
entities to the stock exchanges.
317
(ia) Names of listed entities in which the resigning director holds directorships,
indicating the category of directorship and membership of board committees, if any.

ii. The independent director shall, along with the detailed reasons, also provide a
confirmation that there is no other material reasons other than those provided.

iii. The confirmation as provided by the independent director above shall also be
disclosed by the listed entities to the stock exchanges along with the 318disclosures
as specified in sub-clause (i) and (ii) above.

(7C) 319In case of resignation of key managerial personnel, senior management, Compliance
Officer or director other than an independent director; the letter of resignation along with
detailed reasons for the resignation as given by the key managerial personnel, senior
management, Compliance Officer or director shall be disclosed to the stock exchanges
by the listed entities within seven days from the date that such resignation comes into
effect.

(7D) In case the Managing Director or Chief Executive Officer of the listed entity was
indisposed or unavailable to fulfil the requirements of the role in a regular manner for
more than forty five days in any rolling period of ninety days, the same along with the
reasons for such indisposition or unavailability, shall be disclosed to the stock
exchange(s).

(8) Appointment or discontinuation of share transfer agent.

320
(9) Resolution plan/ Restructuring in relation to loans/ borrowings from banks / financial
institutions including the following details:

i. Decision to initiate resolution of loans/borrowings;

ii. Signing of Inter-Creditors Agreement (ICA) by lenders;
iii. Finalization of Resolution Plan;
iv. Implementation of Resolution Plan;

315
Words “the letter of resignation along with” added vide SEBI notification dated 03.08.2021 w.e.f 1.1.2022;
316
Words “of independent directors” & “shall be --- to the stock exchanges” deleted vide SEBI notification dated
03.08.2021 w.e.f 1.1.2022;
317
New sub-clause (ia) inserted in Schedule III, Part A, clause (7B)(i) vide SEBI notification 03.8.2021 w.e.f 1.1.2022;
318
Word “disclosures” substituted with “detailed reasons” & word “and (ii)” inserted vide SEBI notification dated
03.08.2021 w.e.f 1.1.2022;
319
Two New Sub-paragraph “7C & 7D” inserted after sub-paragraph 7A w.e.f 13.07.2023 vide SEBI notification dated
14.06.2023;

320
Existing Clause (9) completely substituted w.e.f 5.5.2021 vide SEBI Notification dated 5.5.2021;

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 129 | P a g e

v. Salient features, not involving commercial secrets, of the resolution/ restructuring

plan as decided by lenders.

(10) One time settlement with a bank.

(11) 321 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.

322
(15)
(a) Schedule of analysts or institutional investors meet 323at least two working days
in advance (excluding the date of the intimation and the date of the meet) and
presentations made by the listed entity to analysts or institutional investors.
Explanation: For the purpose of this clause ”meet” shall mean group meetings or
group conference calls conducted physically or through digital means.

(b) Audio or video recordings and transcripts of post earnings/quarterly calls, by

whatever name called, conducted physically or through digital means,
simultaneously with submission to the recognized stock exchange(s), in the
following manner:
i. the presentation and the audio/video recordings shall be promptly made
available on the website and in any case, before the next trading day or
within twenty-four hours from the conclusion of such calls, whichever is
earlier;
ii. the transcripts of such calls shall be made available on the website within
five working days of the conclusion of such calls:

**The requirement for disclosure(s) of audio/video recordings and transcript shall be

voluntary with effect from April 01, 2021 and mandatory with effect from April 01, 2022.

(16) 324The following events in relation to the corporate insolvency resolution process (CIRP)
of a listed corporate debtor under the Insolvency Code:

a. Filing of application by the corporate applicant for initiation of CIRP, also

specifying the amount of default;

321
Word “ Reference to BIFR and” deleted w.e.f 13.07.2023 vide SEBI notification dated 14.06.2023;
322
**Existing Clause (15) completely substituted vide SEBI Notification dated 5.5.2021 w.e.f 5.5.2021 except disclosure
of audio/ video recordings;
323
Word “Atleast two – of the meet)” inserted in sub-paragraph (15) w.e.f 13.07.2023 vide SEBI notification dated
14.06.2023
324
New Sub- clause (16) inserted after Sub-clause (15), Clause A, Part A, Schedule III w.e.f 31.5.2018 vide SEBI Notification
dated 31.5.2018;

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b. Filing of application by financial creditors for initiation of CIRP against the

corporate debtor, also specifying the amount of default;
c. Admission of application by the Tribunal, along with amount of default or rejection
or withdrawal, as applicable;
d. Public announcement made pursuant to order passed by the Tribunal under
section 13 of Insolvency Code;
e. List of creditors as required to be displayed by the corporate debtor under
regulation 13(2)(c) of the IBBI (Insolvency Resolution Process for Corporate
Persons) Regulations, 2016;
f. Appointment/ Replacement of the Resolution Professional;
g. Prior or post-facto intimation of the meetings of Committee of Creditors;
h. Brief particulars of invitation of resolution plans under section 25(2)(h) of
Insolvency Code in the Form specified under regulation 36A(5) of the IBBI
(Insolvency Resolution Process for Corporate Persons) Regulations, 2016;
i. Number of resolution plans received by Resolution Professional;
j. Filing of resolution plan with the Tribunal;
k. Approval of resolution plan by the Tribunal or rejection, if applicable;
l. 325Specific features and details of the resolution plan as approved by the
Adjudicating Authority under the Insolvency Code, not involving commercial
secrets, including details such as:
i. Pre and Post net-worth of the company;
ii. Details of assets of the company post CIRP;
iii. Details of securities continuing to be imposed on the companies’ assets;
iv. Other material liabilities imposed on the company;
v. Detailed pre and post shareholding pattern assuming 100% conversion
of convertible securities;
vi. Details of funds infused in the company, creditors paid-off;
vii. Additional liability on the incoming investors due to the transaction,
source of such funding etc.;
viii. Impact on the investor – revised P/E, RONW ratios etc.;
ix. Names of the new promoters, key managerial personnel, if any and their
past experience in the business or employment. In case where promoters
are companies, history of such company and names of natural persons
in control;
x. Brief description of business strategy
m. Any other material information not involving commercial secrets.
n. 326Proposed steps to be taken by the incoming investor/acquirer for achieving the
MPS;
o. Quarterly disclosure of the status of achieving the MPS;
p. The details as to the delisting plans, if any approved in the resolution plan.

(17) 327Initiation of Forensic audit: In case of initiation of forensic audit, (by whatever name
called), the following disclosures shall be made to the stock exchanges by listed entities:

325
Sub- clause (16) (l) completely substituted in Clause A, Part A, Schedule III vide SEBI Notification dated 08.01.2021
326
New sub-clause (16) “(n)”, “(o)” & “(p)” inserted after “(m)” in Clause A, Part A, Schedule III vide SEBI Notification
dated 08.01.2021.
327
New Sub- clause (17) inserted after Sub-clause (16), Clause A, Part A, Schedule III vide SEBI Notification dated
08.10.2020.

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a. The fact of initiation of forensic audit along-with name of entity initiating the audit
and reasons for the same, if available;
b. Final forensic audit report (other than for forensic audit initiated by regulatory /
enforcement agencies) on receipt by the listed entity along with comments of the
management, if any.

(18) 328Announcement or communication through social media intermediaries or mainstream

media by directors, promoters, key managerial personnel or senior management of a
listed entity, in relation to any event or information which is material for the listed entity
in terms of regulation 30 of these regulations and is not already made available in the
public domain by the listed entity.

Explanation – “social media intermediaries” shall have the same meaning as defined
under the Information Technology (Intermediary Guidelines and Digital Media Ethics
Code) Rules, 2021.

(19) Action(s) initiated or orders passed by any regulatory, statutory, enforcement authority
or judicial body against the listed entity or its directors, key managerial personnel, senior
management, promoter or subsidiary, in relation to the listed entity, in respect of the
following:
(a) search or seizure; or

(b) re-opening of accounts under section 130 of the Companies Act, 2013; or

(c) investigation under the provisions of Chapter XIV of the Companies Act, 2013;

along with the following details pertaining to the actions(s) initiated, taken or orders
passed:

i. name of the authority;

ii. nature and details of the action(s) taken, initiated or order(s) passed;
iii. date of receipt of direction or order, including any ad-interim or interim orders,
or any other communication from the authority;

iv. details of the violation(s)/contravention(s) committed or alleged to be

committed;

v. Impact on financial, operation or other activities of the listed entity,

quantifiable in monetary terms to the extent possible.

(20) Action(s) taken or orders passed by any regulatory, statutory, enforcement authority or
judicial body against the listed entity or its directors, key managerial personnel, senior
management, promoter or subsidiary, in relation to the listed entity, in respect of the
following:

a. suspension;
b. imposition of fine or penalty;
c. settlement of proceedings;
d. debarment;

328
Four New Sub-para (18), (19) (20) & (21) inserted w.e.f 13.07.2023 vide SEBI notification dated 14.06.2023;

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e. disqualification;
f. closure of operations;
g. sanctions imposed;
h. warning or caution; or
i. any other similar action(s) by whatever name called;

along with the following details pertaining to the actions(s) initiated, taken or orders
passed:
i. name of the authority;
ii. nature and details of the action(s) taken, initiated or order(s) passed;
iii. date of receipt of direction or order, including any ad-interim or interim
orders, or any other communication from the authority;
iv. details of the violation(s)/contravention(s) committed or alleged to be
committed;
v. impact on financial, operation or other activities of the listed entity,
quantifiable in monetary terms to the extent possible.

(21) Voluntary revision of financial statements or the report of the board of directors of the
listed entity under section 131 of the Companies Act, 2013.

B. Events which 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) Any of the following events pertaining to the listed entity:

329

a) arrangements for strategic, technical, manufacturing, or marketing tie-up; or

b) adoption of new line(s) of business; or
c) closure of operation of any unit, division or subsidiary (in entirety or in
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) 330 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.

329
Sub para (2) of Para B of Part A of Schedule III completely substituted w.e.f 13.07.2023 vide SEBI Notification dt
14.6.2023;
330
Word “ as a borrower” deleted w.e.f 13.07.2023 vide SEBI Notification dt 14.6.2023;

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(7) Effect(s) arising out of change in the regulatory framework applicable to the listed entity
331
(8) Pendency of any litigation(s) or dispute(s) or the outcome thereof which may have an
impact on the listed entity.

(9) Frauds or defaults by employees of the listed entity which has or may have an impact on
the listed entity.

(10) Options to purchase securities including any ESOP/ESPS Scheme.

(11) Giving of guarantees or indemnity or becoming a surety, 332by whatever name called,
for any third party.

(12) Granting, withdrawal, surrender, cancellation or suspension of key licenses or

regulatory approvals.

333
(13) Delay or default in the payment of fines, penalties, dues, etc. to any regulatory,
statutory, enforcement or judicial authority.”

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.

331
Sub paragraph (8) & (9) of Para B of Part A of Schedule III completely substituted w.e.f 13.07.2023 vide SEBI
Notification dated 14.6.2023;
332
Word “by whatever name called” added in Sub-para (11) of Para B of Part A of Schedule III w.e.f 13.07.2023 vide
SEBI Notification dated 14.6.2023;
333
New Sub paragraph (13) added after sub-para (12) w.e.f 13.07.2023 vide SEBI Notification dated 14.6.2023;

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PART B:
DISCLOSURE OF INFORMATION HAVING BEARING ON
PERFORMANCE / OPERATION
OF LISTED ENTITY AND/OR PRICE SENSITIVE INFORMATION: NON-
CONVERTIBLE 334 SECURITIES
[See Regulation 51(2)]

A. The listed entity shall promptly inform 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 335or redemption payment of non-convertible 336 securities
including
337
(1) expected default in the timely payment of interest, dividend or redemption payment or
both in respect of the non-convertible securities and also default in the creation of security
for non-convertible debt securities as soon as the same becomes apparent;

(2) any attachment or prohibitory orders restraining the listed entity from transferring non-
convertible 338 securities 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;
339
(3) any action which shall result in the redemption, reduction, cancellation, retirement in
whole or in part of any non-convertible securities;

(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 340 securities that are listed
on the stock exchange(s) or in the rights or privileges of the holders thereof and make an
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;

334
Word(s) deleted in heading of Part B w.e.f 7.09.2021 vide SEBI Notification dated 7.09.2021;
335
Word(s) added in Para A of Part B w.e.f 7.09.2021 vide SEBI Notification dated 7.09.2021;
336
Word(s) “preference ---- debt” deleted in Para A of Part B w.e.f 7.09.2021 vide SEBI Notification dated 7.09.2021;
337
Clause (1) of Para A of Part B completely substituted w.e.f 7.09.2021 vide SEBI Notification dated 7.09.2021;
338
Word(s) deleted in Clause (2) of Para A of Part B w.e.f 7.09.2021 vide SEBI Notification dated 7.09.2021;
339
Clause (3) of Para A of Part B completely substituted w.e.f 7.09.2021 vide SEBI Notification dated 7.09.2021;
340
Word(s) deleted in Clause (5) of Para A of Part B w.e.f 7.09.2021 vide SEBI Notification dated 7.09.2021;

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(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 re-
scheduling or postponement of the repayment programmes of the dues/debts of the
listed entity with any investor(s)/lender(s).
341
Explanation- Omitted

(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 342debt
security holders, or in any other way;

(15) all information, report, notices, call letters, circulars, proceedings, etc concerning non-
convertible 343 debt securities;
344
(16) The listed entity shall disclose the outcome of meetings of the board of directors to
the Exchange(s), within thirty minutes of the closure of the meeting, held to consider
the following:
a. the decision with respect to fund raising proposed to be undertaken by way of
non-convertible securities;

b. financial results;

Provided that in case of board meetings being held for more than one day, the
financial results shall be disclosed within thirty minutes of end of the meeting for the
day on which it has been considered.

341
“Explanation” omitted from Clause (11) of Para A w.e.f 7.09.2021 vide SEBI Notification dated 7.09.2021;
342
Word(s) added & deleted in clause (14) of Part A of Part B w.e.f 7.9.2021 vide SEBI Notification dated 7.09.2021;
343
Word(s) deleted in clause (15) of Part A of Part B w.e.f 7.9.2021 vide SEBI Notification dated 7.09.2021;
344
Clause (16) of Part A of Part B completely substituted w.e.f 7.09.2021 vide SEBI Notification dated 7.09.2021;

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

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345
(17) fraud/defaults by promoter or key managerial personnel or director or employees
of listed entity or by listed entity or arrest of key managerial personnel or promoter;

(18) change in directors, key managerial personnel (Managing Director, Chief Executive
Officer, Chief Financial Officer, Company Secretary etc.), Auditor and Compliance
Officer;

(19) in case of resignation of the auditor of the listed entity, detailed reasons for resignation
of auditor, as given by the said auditor, shall be disclosed by the listed entities to the
stock exchanges as soon as possible but not later than twenty-four hours of receipt
of such reasons from the auditor;

(20) resolution plan/ restructuring in relation to loans/borrowings from banks/financial

institutions including the following details:
i. Decision to initiate resolution of loans/borrowings;
ii. Signing of Inter-Creditors Agreement (ICA) by lenders;
iii. Finalization of Resolution Plan;
iv. Implementation of Resolution Plan;
v. Salient features, not involving commercial secrets, of the resolution /
restructuring plan as decided by lenders.

(21) One-time settlement with a bank;

(22) Winding-up petition filed by any party / creditors;

(23) Proceedings of Annual and extraordinary general meetings of the listed entity;

(24) the following events in relation to the Corporate Insolvency Resolution Process
(CIRP) of a listed corporate debtor under the Insolvency Code:

(a) Filing of application by the corporate applicant for initiation of CIRP, also
specifying the amount of default;

(b) Filing of application by the financial creditors for initiation of CIRP against the
corporate debtor, also specifying the amount of default;
(c) Admission of application by the Tribunal, along with the amount of default or
rejection or withdrawal, as applicable;

(d) Public announcement made pursuant to the order passed by the Tribunal under
section 13 of Insolvency Code;

(e) List of creditors as required to be displayed by the corporate debtor under

regulation 13(2)(c) of the Insolvency and Bankruptcy Board of India (Insolvency
Resolution Process for Corporate Persons) Regulations, 2016;

(f) Appointment/ Replacement of the Resolution Professional;

345
New Clauses (17) to (30) inserted in Part A of Part B w.e.f 7.09.2021 vide SEBI Notification dated 7.09.2021;

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 137 | P a g e

(g) Prior or post-facto intimation of the meetings of Committee of Creditors;

(h) Brief particulars of invitation of resolution plans under section 25(2)(h) of

Insolvency Code in the Form specified under regulation 36A (5) of the Insolvency
and Bankruptcy Board of India (Insolvency Resolution Process for Corporate
Persons) Regulations, 2016;

(i) Number of resolution plans received by Resolution Professional;

(j) Filing of resolution plan with the Tribunal;

(k) Approval of resolution plan by the Tribunal or rejection, if applicable;

(l) Specific features and details of the resolution plan as approved by the
Adjudicating Authority under the Insolvency Code, not involving commercial
secrets, including details such as:

(i) Pre and Post net-worth of the company;

(ii) Details of assets of the company post CIRP;

(iii) Details of securities continuing to be imposed on the companies’ assets;

(iv) Other material liabilities imposed on the company;

(v) Detailed pre and post shareholding pattern assuming 100% conversion
of convertible securities;

(vi) Details of funds infused in the company, creditors paid-off;

(vii)Additional liability on the incoming investors due to the transaction, source

of such funding etc.;

(viii) Impact on the investor – revised P/E, RONW ratios etc.;

(ix) Names of the new promoters, key managerial persons(s), if any and their
past experience in the business or employment. In case where promoters
are companies, history of such company and names of natural persons in
control;

(x) Brief description of business strategy.

(25) intimation related to any change in terms of issue or redemption or exercising of call/
put options;
(26) intimation related to any change in covenants or breach of covenants under the terms
of non-convertible debentures and/or non-convertible redeemable preference shares;

(27) intimation related to forfeiture of unclaimed interest or dividend or principal amount;

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

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(28) intimation related to any change in the debenture trustee or Credit Rating Agency or
Registrar and Share Transfer Agent;

(29) intimation of comfort/guarantee or any credit enhancement provided by the listed

entity to a third party;

(30) any other information/change that:

(a) shall affect the rights and obligations of the holders of the non-convertible
securities; and

(b) is not in the public domain but necessary to enable the holders of the non-
convertible securities to comprehend the true position and to avoid the creation
of a false market in such listed securities.

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 139 | P a g e

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;

(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;

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(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
entity’s 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;

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 141 | P a g e

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.

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 142 | P a g e

346
PART E: DISCLOSURE OF EVENTS OR INFORMATION TO STOCK
EXCHANGE: SECURITY RECEIPTS
[See Regulation 87B (1)]

A. The following events/information shall be disclosed by the listed entity without any application
of guidelines of materiality as soon as reasonably possible but not later than twenty four
hours from occurrence of event or information:

(1) any delay or expected delay in cash flows from the due date or pre- agreed date if any;

(2) any change in value of cash-flows as disclosed if any;

(3) any receipt of cash flow or expected cash flow along with quantum so received;

(4) any change in credit enhancement measures;

(5) periodic rating obtained from credit rating agency or any revision in the rating or any
expected revision in rating;

(6) periodic Net Asset Value;

(7) any proposal to change or change of credit rating agency or Valuer;

(8) any change in profile of the assets by way of accretion to or realisation of assets from the
existing pool;

(9) any proposal for acquisition of assets including terms of acquisition;

(10) any expected non-realisation or non-realisation of the financial assets and remedial
measures proposed to be undertaken;

(11) any change in nature of charge on the underlying assets.

(12) any proposal to change or any change in terms of security receipts including rights or
privileges or nature or form etc.;

(13) any proposal or action with respect to exercising call/put option (right to redeem) or any
similar option by the listed entity;

(14) any breach of covenant(s) under the terms of security receipts;

(15) any proposal or action for forfeiture of unclaimed cash flow or forfeiture of any security
receipts;

(16) any change in resolution plan;

(17) any change in percentage holding of non-performing loans across other banks;

346
New “Part E” inserted in Schedule III w.e.f 06.09.2018 vide SEBI Notification dated 6.09.2018.

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 143 | P a g e

(18) any change in the general character or nature of business / activities, disruption of
operation due to natural calamity etc. of the listed entity;

(19) any attachment or prohibitory orders restraining the listed entity from transferring
security receipts;

(20) initiation or status update with respect to reference to National Company Law Tribunal
under the Insolvency and Bankruptcy Code 2016 of any underlying assets;

(21) intimation in advance of the meeting of its board of directors, at which the
recommendation or declaration of issue of security receipts or any other matter
affecting the rights or interests of holders of security receipts is proposed to be
considered and also outcome of such meetings;

(22) fraud or defaults by sponsor or key managerial personnel or arrest of key managerial
personnel or sponsor;

(23) change in directors, key managerial personnel (Managing Director, Chief Executive
Officer, Chief Financial Officer, Company Secretary etc.), Auditor and Compliance
Officer of the Sponsor;

(24) in addition to the above, the listed entity shall provide all such disclosures to the Stock
Exchange(s) as it is required to make before the Reserve Bank of India as per the
extant requirement and/or any other disclosure(s) as prescribed by Reserve Bank of
India from time to time;

(25) in case where an event occurs or an information is available with the listed entity, which
has not been indicated in these regulations, but which may be material, the listed entity
is required to make adequate disclosures in this regard.”

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 144 | P a g e

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) in respect of audited financial results
submitted or published under this para, the listed entity shall disclose such modified
opinion(s) and cumulative impact of the same on profit or loss, net worth, total assets,
turnover/total income, earning per share, total expenditure, total liabilities or any other
financial item(s) which may be impacted due to modified opinion(s) 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:
347
i. The management shall mandatorily make an estimate which the auditor shall
review and report accordingly.

ii. Notwithstanding the above, the management may be permitted to not provide
estimate on matters like going concerns or sub-judice matters; in which case, the
management shall provide the reasons and the auditor shall review the same and
report accordingly.”

C. If the auditor has expressed any modified opinion(s) or other reservation(s) in his / her 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.

347
Two existing sub-clause(s) of Clause BB, Part A, Schedule IV substituted and replaced, w.e.f 01.04.2019 vide SEBI
Notification Circular dated 09.05.2018.

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 145 | P a g e

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:

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 146 | P a g e

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.

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 147 | P a g e

PART B: PREPARTION & 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

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 148 | P a g e

accordance with the International Standards on Auditing. The auditor’s 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
year’s/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.

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 149 | P a g e

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 348which has listed its non-convertible securities shall make disclosures
in compliance with the Accounting Standard on “Related Party Disclosures”.

(2) The disclosure requirements shall be as follows:

Sr. In the accounts Disclosures of amounts at the year end and the
no. of maximum amount of loans/ advances/ Investments
outstanding during the year.
1 Holding • Loans and advances in the nature of loans to
Company subsidiaries by 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
Company and 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.

(2A) 349Disclosures of transactions of the listed entity with any person or entity belonging to
the promoter/promoter group which hold(s) 10% or more shareholding in the listed entity,
in the format prescribed in the relevant accounting standards for annual results.
350
(3) The above disclosures shall not be applicable to listed banks.

B. Management Discussion and Analysis:

(1) This section shall include discussion on the following matters within the limits set by the
listed entity’s competitive position:

348
Word inserted “which --- securities” w.e.f 1.4.2022 vide SEBI Notification dated 09.11.2021;
349
New clause (2A) inserted after clause 2, Part A, Schedule V w.r.t Annual Report to be filed for year ended 31 st March
2019, vide SEBI Notification dated 09.05.2018;
350
Point No.3 is completely substituted w.e.f 1.4.2022 vide SEBI Notification dated 09.11.2021;

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 150 | P a g e

a. Industry structure and developments.

b. Opportunities and Threats.
c. Segment–wise 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.
351
i. details of significant changes (i.e. change of 25% or more as compared to the
immediately previous financial year) in key financial ratios, along with detailed
explanations therefor, including:
i. Debtors Turnover
ii. Inventory Turnover
iii. Interest Coverage Ratio
iv. Current Ratio
v. Debt Equity Ratio
vi. Operating Profit Margin (%)
vii. Net Profit Margin (%)
or sector-specific equivalent ratios, as applicable.
j. details of any change in Return on Net Worth as compared to the immediately
previous financial year along with a detailed explanation thereof.

(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 management’s explanation as to why 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 entity’s philosophy on code of governance.

(2) Board of directors:

a. composition and category of directors (e.g. promoter, executive, non-executive,
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;

351
Two New sub-clause(s) i.e. “i” & “j” inserted after sub-clause “h”, Clause 1, Part B, Schedule V applicable for Annual
Report to be filed for year ended 31st March 2019, vide SEBI Notification dated 09.05.2018

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 151 | P a g e

c. number of other board of directors or committees in which a directors is a member

or chairperson, 352and with effect from the Annual Report for the year ended 31st
March 2019, including separately the names of the listed entities where the
person is a director and the category of directorship;

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.
353
h. A chart or a matrix setting out the skills/expertise/competence of the board of
directors specifying the following:

i. With effect from the financial year ending March 31, 2019, the list of core
skills/expertise/competencies identified by the board of directors as
required in the context of its business(es) and sector(s) for it to function
effectively and those actually available with the board; and

354
ii. With effect from the financial year ended March 31, 2020, the names of
directors who have such skills / expertise / competence

i. confirmation that in the opinion of the board, the independent directors fulfill the
conditions specified in these regulations and are independent of the
management.

j. detailed reasons for the resignation of an independent director who resigns before
the expiry of his / her tenure along with a confirmation by such director that there
are no other material reasons other than those provided.

(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.

352
Modify by inserting new words in sub-clause “c”, Clause 2, Part C, Schedule V applicable for Annual Report to be filed
for the year ended 31st March 2019, vide SEBI Notification dated 09.05.2018.
353
Three new sub-clause(s) i.e. “h”, “i” & “j” inserted after sub-clause “g”, Clause 2, Part C, Schedule V applicable for
Annual report to be filed for year ended March 31, 2019 & thereafter vide SEBI Notification dated 09.05.2018.
354
w.e.f 31st March 2020 vide SEBI Notification dated 09.05.2018.

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 152 | P a g e

355
(5) Stakeholders Relationship Committee:
a. name of the non-executive director heading the committee;
b. name and designation of the compliance officer;
c. number of shareholders’ complaints received 356during the financial year so far;
d. number not solved to the satisfaction of shareholders;
e. number of pending complaints.

(5A) 357Risk management committee:

a. brief description of terms of reference;
b. composition, name of members and chairperson;
c. meetings and attendance during the year
358
(5B) Senior management:

Particulars of senior management including the changes therein since the close of
the previous financial year.
(6) Remuneration of Directors:
a. all pecuniary relationship or transactions of the non-executive directors vis-à-vis
the listed entity 359shall be disclosed in the annual report;
b. criteria of making payments to non-executive directors. Alternatively, this may be
disseminated on the listed entity’s 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.
(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;

355
Paragraph C Heading of Clause (5) & (6) completely interchanged w.e.f 5.5.2021 vide SEBI Notification dt 5.5.2021
356
Word “during the financial year” added & word “so far” deleted w.e.f 5.5.2021 vide SEBI Notification dt 5.5.2021
357
New Clause (5A) inserted after Clause (5) in Paragraph C w.e.f 5.5.2021 vide SEBI Notification dt 5.5.2021;
358
New Sub-para (5B) inserted after sub-para 5A in Schedule V w.e.f 13.07.2023 vide SEBI Notification dt 14.6.2023;
359
Word “shall ---- report” deleted from clause (6), Paragraph C w.e.f 5.5.2021 vide SEBI Notification dt 5.5.2021;

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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. the name and address of each stock exchange(s) at which the listed entity's
securities are listed and a confirmation about payment of annual listing fee to
each of such stock 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 the reason thereof;
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.
q. 360list of all credit ratings obtained by the entity along with any revisions thereto
during the relevant financial year, for all debt instruments of such entity or any
fixed deposit programme or any scheme or proposal of the listed entity involving
mobilization of funds, whether in India or abroad.

(10) Other Disclosures:

360
New sub-clause “q” inserted after sub-clause “p”, Clause 9, Part C, Schedule V applicable for Annual Report to be filed
for year ended 31st March 2019 vide SEBI notification dated 09.05.2018.

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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;

361
h. Details of utilization of funds raised through preferential allotment or qualified
institutions placement as specified under Regulation 32 (7A).

i. a certificate from a company secretary in practice that none of the directors on

the board of the company have been debarred or disqualified from being
appointed or continuing as directors of companies by the Board/Ministry of
Corporate Affairs or any such statutory authority.

j. where the board had not accepted any recommendation of any committee of the
board which is mandatorily required, in the relevant financial year, the same to be
disclosed along with reasons thereof.
Provided that the clause shall only apply where recommendation of / submission
by the committee is required for the approval of the Board of Directors and shall
not apply where prior approval of the relevant committee is required for
undertaking any transaction under these Regulations.

k. total fees for all services paid by the listed entity and its subsidiaries, on a
consolidated basis, to the statutory auditor and all entities in the network
firm/network entity of which the statutory auditor is a part.

361
Four new sub-clause(s) “h”, “i”, “j” & “k” inserted after sub-clause “g”, Clause 10, Part C, Schedule V applicable for
Annual Report for the year ended 31st March 2019 vide SEBI Notification dated 09.05.2018.

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

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362
l. disclosures in relation to the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:
a. number of complaints filed during the financial year
b. number of complaints disposed of during the financial year
c. number of complaints pending as on end of the financial year.

m. 363
disclosure by listed entity and its subsidiaries of ‘Loans and advances in the
nature of loans to firms/companies in which directors are interested by name and
amount;
Provided that this requirement shall be applicable to all listed entities except for
listed banks.

364
n. Details of material subsidiaries of the listed entity; including the date and place
of incorporation and the name and date of appointment of the statutory auditors
of such subsidiaries.

(11) Non-compliance of any requirement of corporate governance report of sub-paras (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 46 shall
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/ unclaimed suspense account

(1) The listed entity shall disclose the following details in its annual report, as long as there
are shares in the demat suspense account or unclaimed suspense account, as
applicable:

362
One new sub-clause “i” inserted after sub-clause “k”, Clause 10, Part C, Schedule V w.e.f 16.11.2018 vide SEBI
Notification dated 16.11.2018
363
New clause (m) & proviso inserted in Para C, Schedule V w.e.f 1.4.2022 vide SEBI Notification dated 09.11.2021;
364
New clause (n) applicable for Annual report FY 2022-23 & thereafter vide SEBI Notification dated 17.01.2023;

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 156 | P a g e

a. aggregate number of shareholders and the outstanding shares in the suspense

account lying at the beginning of the year;

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. aggregate number of shareholders and the outstanding shares in the suspense

account lying at the end of the year;

e. that the voting rights on these shares shall remain frozen till the rightful owner of
such shares claims the shares.

365
G. Disclosure of certain types of agreements binding listed entities

(1) Information disclosed under clause 5A of paragraph A of Part A of Schedule III of these
regulations.

365
New Paragraph “G” inserted w.e.f 13.07.2023 vide SEBI Notification dt 14.6.2023;

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

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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 send at least three reminders at the address as mentioned below:
a. For shares in physical form, reminders shall be sent to the address given in the
application form as well as last available address as per listed entity’s record.

b. For shares in demat form, reminders shall be sent to the address captured in
depository’s database 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 shares shall be credited to a demat suspense
account with one of the Depository Participants, opened by the listed entity for this
purpose.

(2) For shares in physical form, the listed entity shall transfer all the shares into one folio in
the name of “Unclaimed Suspense Account” and shall dematerialise the shares held in
the Unclaimed Suspense Account with one of the Depository Participants.

(3) The listed entity shall maintain details of shareholding of each individual allottee whose
shares are credited to such demat suspense account or unclaimed suspense account,
as applicable.

(4) The demat suspense account or unclaimed suspense account, as applicable shall be
held by the listed entity purely on behalf of the allottees who are entitled to the shares
and the shares held in such suspense account shall not be transferred in any manner
whatsoever except for the purpose of allotting the shares to the allottee as and when
he/she approaches the listed 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 and when the allottee approaches the listed entity, the listed entity shall, after proper
verification of the identity of the allottee either credit the shares lying in the Unclaimed
Suspense Account or demat suspense account, as applicable, to the demat account of
the allottee to the extent of the allottee’s entitlement, 366.

366
Word “deliver the physical …… by the allottee” deleted vide SEBI notification dated 24.01.2022;

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 158 | P a g e

367
.

E. Dealing with Corporate Benefits (in terms of securities accruing) and Voting Rights on
such Unclaimed Shares

(1) Any corporate benefits in terms of securities accruing on such shares viz. bonus shares,
split etc., shall also be credited to such demat suspense account or unclaimed suspense
account, 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) The voting rights on such unclaimed shares shall remain frozen till the rightful owner
claims the shares.

367
Proviso to Schedule VI, Clause D, sub-clause (1) deleted vide SEBI notification dated 24.01.2022;

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

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SCHEDULE VII: TRANSFER 368AND TRANSMISSION 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.
369
(2) Omitted.

(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 shall promptly send to the first transferor(s), via speed post an
intimation of the aforesaid defect in the documents and inform the transferor(s)
that objection, supported by valid proof, is not lodged by the transferor(s) with the
listed entity within fifteen days of receipt of the listed entity’s letter, then the
securities shall be transferred;

b. if the intimation to the transferor(s) is delivered and the objection from the
transferor(s) with supporting documents is not received within fifteen days, the
listed entity shall transfer the securities provided the listed entity does not suspect
fraud or forgery in the matter.
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);

368
Word “and Transmission” added w.e.f 25.4.2022 vide SEBI Notification dated 25.04.2022;
369
Omitted w.e.f 05.12.2018 vide SEBI Notification dated 8.06.2018

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 160 | P a g e

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 banker’s 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).
370
C. DOCUMENTATION REQUIREMENTS IN CASE OF TRANSMISSION OF SECURITIES

(1) In case of transmission of securities, where the securities are held in single name with
nomination, the following documents shall be submitted:
a. duly signed transmission request form by the nominee;

b. original death certificate or copy of death certificate attested by the nominee

subject to verification with the original or copy of death certificate duly attested
by a notary public or by a Gazetted Officer;

c. self-attested copy of the Permanent Account Number card of the nominee, issued
by the Income Tax Department.

(2) In case of transmission of securities, where the securities are held in single name without
nomination, the following documents shall be submitted:

a. a notarized affidavit from all legal heir(s) made on non-judicial stamp paper of
appropriate value, to the effect of identification and claim of legal ownership to
the securities:

Provided that in case the legal heir(s)/claimant(s) are named in the Succession
Certificate or Probate of Will or Will or Letter of Administration as may be
applicable in terms of Indian Succession Act, 1925 (39 of 1925) or Legal Heirship
Certificate or its equivalent certificate issued by a competent Government
Authority, an affidavit from such legal heir(s)/claimant(s) alone shall be sufficient;

b. duly signed transmission request form by the legal heir(s)/claimant(s);

370
Clause “C: completely substituted w.e.f 25.4.2022 vide SEBI Notification dated 25.04.2022;

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

 161 | P a g e

c. original death certificate or copy of death certificate attested by the legal

heir(s)/claimant(s) subject to verification with the original or copy of death
certificate duly attested by a notary public or by a Gazetted Officer;

d. self-attested copy of the Permanent Account Number card of the legal

heir(s)/claimant(s), issued by the Income Tax Department;

e. a copy of Succession Certificate or Probate of Will or Will or Letter of

Administration or Court Decree as may be applicable in terms of Indian
Succession Act, 1925 (39 of 1925) or Legal Heirship Certificate or its equivalent
certificate issued by a competent Government Authority, attested by the legal
heir(s)/claimant(s) subject to verification with the original or duly attested by a
notary public or by a Gazetted Officer:

Provided that in a case where a copy of Will or a Legal Heirship Certificate or its
equivalent certificate issued by a competent Government Authority is submitted,
the same shall be accompanied with a notarized indemnity bond from the legal
heir(s) /claimant(s) to whom the securities are transmitted, in the format specified
by the Board:

Provided further that in a case where a copy of Legal Heirship Certificate or its
equivalent certificate issued by a competent Government Authority is submitted,
the same shall also be accompanied with a No Objection from all non-claimants,
stating that they have relinquished their rights to the claim for transmission of
securities;

f. for cases where value of securities is up to rupees five lakhs per listed entity in
case of securities held in physical mode, and up to rupees fifteen lakhs per
beneficial owner in case of securities held in dematerialized mode, as on date of
application, and where the documents mentioned in para (e) are not available,
the legal heir(s) /claimant(s) may submit the following documents:

i. no objection certificate from all legal heir(s) stating that they do not object
to such transmission or copy of family settlement deed executed by all the
legal heirs duly attested by a notary public or by a Gazetted Officer; and

ii. a notarized indemnity bond made on non-judicial stamp paper of

appropriate value, indemnifying the Share Transfer Agent/ listed entity, in
the format specified by the Board:

Provided that the listed entity may, at its discretion, enhance the value of
securities from the threshold limit of rupees five lakhs, in case of securities held
in physical mode.

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

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SCHEDULE VIII OMITTED

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

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SCHEDULE XI: 371FEE IN RESPECT OF DRAFT SCHEME OF

ARRANGEMENT
[See Regulation 37, 37259A, 94 and 94A]

(1) An entity with listed specified securities, or listed specified securities and listed
nonconvertible debt securities or non-convertible redeemable preference shares, shall,
along with the draft scheme of arrangement, remit a fee at the rate of 0.1% of the paid-
up share capital of the listed/ transferee/ resulting company, whichever is higher, post
the sanction of the scheme by the National Company Law Tribunal:

Provided that the total amount of fees payable shall not exceed five lakh rupees.

(2) An entity with only listed non-convertible debt securities or non-convertible redeemable
preference shares, shall, along with the draft scheme of arrangement, remit a fee at the
rate of 0.1% of the amount of outstanding debt of the listed/ transferee/ resulting
company, whichever is higher, post the sanction of the scheme by the National Company
Law Tribunal:

Provided that the total amount of fees payable shall not exceed five lakh rupees.
373
(3) The fees shall be paid by way of direct credit to the bank account of the Board through
NEFT/ RTGS/ IMPS or online payment using the SEBI Payment Gateway or any other
mode as may be specified by the Board from time to time.

371
Schedule XI completely substituted vide SEBI notification dated 14.11.2022;
372
Word “59A and 94A” inserted vide SEBI notification dated 14.11.2022;
373
Clause (3) of Schedule XI completely substituted w.e.f 1.04.2023 vide SEBI (Payment of Fees And Mode Of Payment)
(Amendment) Regulations, 2023 dated 7.02.2023

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top

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MASTER CIRCULARS

SR.NO CIRCULARS DATE

1. Master Circular on the redressal of investor grievances through the SEBI Complaints 20.09.2023
Redress System (SCORES) platform w.e.f 4th December, 2023

2. Master circular for compliance with the provisions of the SEBI (Listing Obligations 11.07.2023
and Disclosure Requirements) Regulations, 2015 by listed entities

3. Master Circular for Listing obligations and disclosure requirements for Non- 30.06.2023
convertible Securities, Securitized Debt Instruments and/ or Commercial Paper

4. Master Circular on Scheme of Arrangement 20.06.2023

5. Master Circular on the redressal of investor grievances through the SEBI Complaints 07.11.2022
Redress System (SCORES) platform valid till 3rd December, 2023

Complied by CS Amit Das, Mumbai, 9867918030 Whatapp 8779019307 Back to Top