Key Takeaways: Disclosures of material events or information Holding of specified securities and shareholding pattern Conditions for re-classification of a person as promoter / public Statement of deviations or variations

1. CS Meenakshi Jayaraman
SEBI (LODR) Regulations, 2015
Obligations on listing of specified
securities- Part III

2. 2
Credits and Acknowledgments
Iswariya BS

3. 3
Legends used in the Presentation
AGM Annual General Meeting IBBI Insolvency and Bankruptcy Board of
India
AOA Articles of Association IBC Insolvency and Bankruptcy Code
BIFR Board for Industrial and Financial
Reconstruction
ID Independent Director
BM Board Meeting IFRS International Financial Reporting
Standards
BOD Board of Directors LE Listed Entity
CIRP Corporate Insolvency Resolution
Process
MOA Memorandum of Association
EGM Extra-ordinary General Meeting Reg. Regulation
ESC Equity Share Capital SEBI Securities and Exchange Board of
India
GAAP Generally Accepted Accounting
Principles
SE Stock Exchange
IASB International Accounting Standards
Board
SME Small and Medium Enterprises

4. 4
Presentation Schema
Disclosures of events or
information to Stock Exchange
with relevant Schedule
Holding of specified securities
and shareholding pattern
Conditions for re-classification of
any person as promoter/ public
Statement of deviation(s) or
variations(s)

5. Regulation 30- Disclosures of events or information
5
Sub-reg (1)
•Every LE shall make disclosures of any events or information
which, in the opinion of the BOD of the LE, is material
Sub-reg (2)
•Events specified in Para A of Part A of Schedule III are deemed to
be material events and LE shall make disclosure of such events
Sub-reg (3)
• The LE 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)

6. Contd.
6
Sub-regulation (4)
(i) The following shall be the criteria for determination of materiality of events or
information of a LE-
(ii) A policy shall be framed for determination of materiality, duly approved by the BOD of
the LE, based on the criteria specified in this sub-reg and the same shall be disclosed on
its website
a) the omission of an event or information, which is likely to result in
discontinuity or alteration of event or information already available publicly
b) the omission of an event or information is likely to result in significant market
reaction if the said omission came to light at a later date
c) In case the criteria specified in sub-clauses (a) and (b) are not applicable, an
event/ information may be treated as being material, if in the opinion of the BOD
of LE, the event / information is considered material

7. Schedule III
7
Part A- Disclosures of events/ information: specified securities
Part A - Events which shall be disclosed without any application of the
guidelines as specified in Reg. 30(4)
1) Acquisition(s) (including agreement to acquire), Scheme of Arrangement
(amalgamation/ merger/ demerger/ restructuring), or sale or disposal of any unit(s),
division(s) or subsidiary of the listed entity or any other restructuring
Acquisition
(i) acquiring control, whether directly or indirectly or
(ii) acquiring or agreeing to acquire shares or voting rights in, a company,
whether directly or indirectly, such that-
a) the LE holds shares or voting rights aggregating to 5% 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 as
above and such change > 2% of the total shareholding or voting rights in
the said company

8. Contd.
8
2)
• Issuance or forfeiture of securities,
• split or consolidation of shares,
• buyback of securities,
• any restriction on transferability of securities or alteration in terms or
structure of existing securities including forfeiture,
• reissue of forfeited securities,
• alteration of calls,
• redemption of securities, etc.
3) Revision in Rating(s)

9. Contd.
9
4) Outcome of BM: The LE shall disclose to the Exchange(s), within 30 minutes of the
closure of the meeting, held to consider the following-
a)dividends and/or cash bonuses
recommended or declared or the
decision to pass any dividend and the
date on which dividend shall be
paid/dispatched
b)any cancellation of dividend with
reasons thereof
d)the decision with respect to fund
raising proposed to be undertaken
f)reissue of forfeited shares or securities,
or the issue of shares or securities held in
reserve for future issue or the creation in
any form or manner of new shares or
securities or any other rights, privileges or
benefits to subscribe to;
g)short particulars of any other alterations
of capital, including calls
i)decision on voluntary delisting by the
listed entity from stock exchange(s)
c)the decision on buyback of securities h)financial results
e)increase in capital by issue of bonus shares through capitalization including the date on
which such bonus shares shall be credited/dispatched

10. Contd.
10
5) Agreements (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)
6) Fraud/defaults by promoter or KMP or by LE or arrest of KMP or promoter
7) Change in directors, KMP (MD, CEO, CFO, CS etc.), Auditor and Compliance
Officer
w.e.f. 01/04/2019
7A) In case of resignation of the auditor of the LE, detailed reasons for resignation of
auditor, as given by the said auditor, shall be disclosed by the LE to the SE(s) within 24
hours of receipt of such reasons from the auditor
which are binding and not
in normal course of
business, revision(s) or
amendment(s) and
termination(s) thereof

11. Contd.
11
7B) In case of resignation of an ID of the LE, within 7 days from the date of resignation, the
following disclosures shall be made to the SE(s) by the LE-
i) Detailed reasons for the resignation of ID as given by the said director shall be
disclosed by the LE to the SE(s)
ii) The ID 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 ID above shall also be disclosed by the LE to
the SE(s) along with the detailed reasons as specified in sub-clause (i) above
8) Appointment or discontinuation of share transfer agent
9) Corporate debt restructuring
10) One time settlement with a bank
11) Reference to BIFR and winding up petition filed by any party/ creditors
12) Issuance of Notices, call letters, resolutions and circulars sent to shareholders,
debenture holders or creditors or any class of them or advertised in the media by the LE
13) Proceedings of AGM and EGM of LE

12. Contd.
12
14) Amendments to MOA and AOA of the LE in brief
w.e.f. 31/05/2018
16) The following events in relation to CIRP of a listed corporate debtor under IBC-
15) Schedule of Analyst or institutional investor meet and presentations on financial
results made by the LE to analysts or institutional investors;
a) Filing of application by the corporate applicant for initiation of CIRP, also
specifying the amount of default
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 IBC
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

13. Contd.
13
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 IBC
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) Salient features, not involving commercial secrets, of the resolution plan
approved by the Tribunal, in such form as may be specified
l) Any other material information not involving commercial secrets
m) Approval of resolution plan by the Tribunal or rejection, if applicable

14. Contd.
14
 Commencement or any postponement in the date of commencement of
commercial production or commercial operations of any unit/division
Part B- Events which shall be disclosed upon application of the
guidelines as specified in Reg. 30(4)
 Change in the general character or nature of business brought about by
arrangements for strategic, technical, manufacturing, or marketing tie-up,
adoption of new lines of business or closure of operations of any unit/division
(entirety or piecemeal)
 Capacity addition or product launch
 Awarding, bagging/ receiving, amendment or termination of awarded/bagged
orders/contracts not in the normal course of business
 Agreements (loan agreement(s) (as a borrower) or any other agreement(s) which
are binding and not in normal course of business) and revision(s) or
amendment(s) or termination(s) thereof
 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.

15. Contd.
15
 Effect(s) arising out of change in the regulatory framework applicable to the
listed entity
 Litigation(s) / dispute(s) / regulatory action(s) with impact
 Fraud/defaults etc. by directors (other than KMP) or employees of LE
 Options to purchase securities including any ESOP/ESPS Scheme
 Giving of guarantees or indemnity or becoming a surety for any third party.
 Granting, withdrawal, surrender, cancellation or suspension of key licenses or
regulatory approvals
Part D- The LE may make disclosures of event/information as specified by the Board from time to time
without prejudice to the generality of para (A), (B) and (C) as stated above
Part C- Any other information/event such as 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 LE which may be necessary to enable the holders
of securities of the LE to appraise its position and to
avoid the establishment of a false market in such
securities

16. Contd.
16
The BOD of the LE shall authorize 1 or more KMP for the purpose of determining
materiality of an event/ information and for the purpose of making disclosures to
SE(s) under this regulation and the contact details of such personnel shall be also
disclosed to the SE(s) and as well as on the LE's website
The listed entity shall disclose to SE(s) all events as specified in Part A of
Schedule III or information as soon as reasonably practicable and not later than
24 hours from the occurrence of event or information. Failing which, it has to
provide explanation for such delay
The LE shall make disclosures on updating material developments on a regular basis,
till such time the event is resolved/ closed, with relevant explanations
The disclosure w.r.t events specified in sub-para 4 of Para A of Part A of Schedule
III shall be made within 30 minutes of the conclusion of the board meeting
Sub-reg (5)
Sub-reg (6)
Sub-reg (7)

17. Contd.
17
Sub-reg (8)- The LE shall
disclose on its website all
such events or
information which has
been disclosed to SE(s)
under this regulation and
Sub-reg (9)- The LE shall disclose all events or information with respect to
subsidiaries which are material for the LE
Sub-reg (10)- The LE shall provide specific and adequate reply to all queries raised by
SE(s) w.r.t any events or information and the same shall be disseminated by the SE(s)
as soon as reasonably practicable
Sub-reg (11)- The LE may on its own initiative also, confirm or deny any reported
event or information to SE(s)
Sub-reg (12)- In case where an event occurs/ an information is available with the LE,
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 LE is required to make adequate disclosures in regard
thereof
such disclosures shall be
hosted on the website of
the listed entity for a
minimum period of 5
years and
thereafter as per the
archival policy of the listed
entity, as disclosed on its
website

18. Contd.
18
SEBI Circular dated 31/10/2019
Listed banks to make disclosures of
divergence in asset classification and
provisioning beyond specified threshold as
soon as reasonably possible and not later
than 24 hours of receipt of Reserve Bank
of India (RBI) report on either or both of a
and b:
a. Additional provisioning for Non-
Performing Assets (NPAs) assessed by
RBI exceeds 10% of the reported profit
before provisions and contingencies
b. Additional gross NPAs identified by RBI
exceeds 15% of the published
incremental gross NPAs
Adjudication order against D S KULKARNI DEVELOPERS LTD. a real estate development
company for violating the provisions of Reg. 30 of SEBI(LODR), Reg. 2015
Case law
Defaults made:
• Failed or delayed to disclose to the SE(s) about default in payment of loans to banks
and financial institutions by company and its promoters
• Failed to respond the queries raised by BSE
• Delayed to disclose the downgrade in credit rating from BBB+ to C by Care Ratings

19. Contd.
19
Show Cause
Notice(SCN)
Reply Personal Hearing (PH)
-as to why an inquiry
should not be held
against the company
-as to why penalty, if
any, should not be
imposed
SCN 1 – 16/10/2019-
No reply
SCN 2 – 7/11/2019-
No reply
PH 1- 06/11/2019
PH 2- 26/11/2019
The notice failed to
appear for PH
It was observed from the disclosures that the Company has been referred to NCLT under IBC,
2016 and appointed Mr. Manoj Kumar Agarwal as Resolution Professional
SCN was served to Resolution Professional on 16/12/2019. CIRP was initiated on 26/09/2019 and
Resolution Professional made submissions vide letter dated 27/12/2019
Adjudication Order dated 29th Jan, 2020 imposed a penalty of Rs.10 lakhs for failure to disclose
material information and for failure to tender any reply to stock exchange despite reminders.

20. Regulation 31- Holding of specified securities
and shareholding pattern
20
1) A statement shall be submitted by the LE to the SE(s) 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-
The above statements shall be submitted on a half yearly basis within 21 days from the
end of each half year if, the specified securities of the LE are listed on SME exchange
on a quarterly basis- within 21 days from the end of each quarter and
1 day prior to listing of its securities on the SE(s)
within 10 days of any capital restructuring of the LE resulting in a change > 2% of the total
paid-up share capital

21. Contd.
21
2) 100% of shareholding of promoter(s) and promoter group shall be in
dematerialized form and the same shall be maintained on a continuous basis
in the manner as specified by the Board of the LE
3) The LE shall comply with circulars or directions issued by the Board from
time to time with respect to maintenance of shareholding in dematerialized
form
w.e.f. 16/11/2018
4) Promoter and promoter group shareholding shall be disclosed
- separately on the website of all SE(s)
- having nationwide trading terminals
- where the specified securities of the entity are listed,
- in accordance with the formats specified by the Board

22. Regulation 31 A- Conditions for re-classification of any
person as promoter / public*
22
*Substituted by SEBI(LODR) Regulations,2018 – w.e.f. 16/11/2018
Disclosure of class of shareholders and conditions for reclassification
All such promoters/ persons belonging to the promoter group seeking re-
classification of status as public
Means such persons w.r.t 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 SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018.
Promoter(s) seeking
re-classification
Persons related to the
Promoter(s) seeking
re-classification
Regulation 2 (1) (pp)-
(ii) An immediate
relative of the
promoter (i.e.
spouse, parent,
brother, sister or
child of the
person or spouse)
(iii) If Promoter is a body corporate
- a subsidiary or holding company
- any body corporate in which the promoter holds 20% or more of ESC
and/ or vice versa
- Persons acting in concert who holds 20% or more of ESC in a body
corporate and such persons acting in concert are also holding 20% or
more of ESC of the issuer and are also acting in concert

23. Contd.
23
(iv) If Promoter is an individual
- Any body corporate in which 20% or more of ESC is held by the promoter or an
immediate relative of the promoter or a firm or HUF in which the promoter or any
one or more of their relative is a member
- Any body corporate in which a body corporate as provided above holds 20% or
more of ESC
- Any HUF or firm in which aggregate share of the promoter and their relatives is
equal to or more than 20% of the total capital
 Re-classification of the status of a promoter or public shall be permitted by the SE(s)
only upon receipt of an application from the LE along with all relevant documents
subject to compliance with conditions specified in these regulations
In case of entities listed on more than 1 SE, the concerned SEs shall jointly decide
on the application

24. Contd.
24
 Conditions for re-classification of a promoter/ person belonging to a promoter
group to public -
- the promoter(s) seeking re-classification shall make a request for reclassification to the LE
and it shall include rationale for seeking such re-classification and how the conditions
specified in clause (b) below are satisfied
a) an application for re-classification to the SEs shall be made by the LE consequent to the following
procedures and within 30 days from the date of approval by shareholders in GM
- the BOD of the LE shall analyze the request and place the same before the shareholders in a
GM for approval along with the views of the BOD on the request.
- Time gap between BM & GM – At least 3 months and not exceeding 6 months
- An ordinary resolution has to be passed in the GM to approve the request of promoter(s)
seeking re-classification and the promoter(s) who are seeking such reclassification and
person related to them shall not vote

25. Contd.
25
b) the promoter(s) seeking re-classification and persons related to them shall not-
i Together, hold > 10% of total voting rights in the LE
ii. Exercise control over the affairs of the LE either directly or indirectly
iii Have any special rights with respect to the LE through formal or informal arrangements
including through any shareholder agreements
iv Be represented on the BOD (including not having a nominee director) of the LE
v Act as a KMP in the LE
vi Be a ‘wilful defaulter’ as per RBI guidelines
vii Be a fugitive economic offender
c) The LE shall-
• Be compliant with the requirement for minimum public shareholding as required
under regulation 38 of these regulations
• Not have trading in its shares suspended by the SE(s)
• Not have any outstanding dues to the Board, the SE(s) or the depositories

26. Contd.
26
 After re-classification as public, the promoter(s) shall comply with the following-
a) he shall continue to comply with conditions mentioned at sub-reg 3(b) (i), (ii) and
(iii) 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 shall comply with conditions mentioned at sub-reg 3(b) (iv) and (v) for a period of
3 years from the date of such re-classification, failing which, he shall automatically be
reclassified as promoter/ persons belonging to promoter group, as applicable
 If any public shareholder seeks to re-classify itself as promoter, it shall require to make an
open offer in accordance with the provisions of SEBI (SAST) Regulations, 2011
 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) if 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

27. Contd.
27
 A LE shall be considered as ‘listed entity with no promoters’ if due to reclassification or
otherwise, the entity does not have any promoter
• receipt of request for re-classification by the LE from the promoter(s) seeking re-
classification
 The following events shall be disclosed to the SE(s) within 24 hours from the occurrence of the
event-
• minutes of the BM considering such request which would include the views of the
board on the request
• submission of application for re-classification of status as promoter/public by the LE to
the SE(s)
• decisions of SE(s) on such applications as communicated to the LE
 The provisions of sub-reg 3, 4 and 8(a) and (b) of this regulation shall not apply, if re-
classification of promoter(s)/ promoter group of the LE is as per the resolution plan approved
under section 31 of the IBC, subject to the condition that such promoter(s) seeking
reclassification shall not remain in control of the LE

28. b) indicating category wise variation (capital expenditure, sales and marketing,
working capital etc.) between projected utilization of funds made by it in its offer
document/ explanatory statement to the notice for the GM, as applicable and the
actual utilization of funds
Regulation 32- Statement of deviation(s) or
variation(s)
28
a) indicating deviations, if any, in the use of proceeds from the objects stated in the
offer document/ explanatory statement to the notice for the GM as applicable
Statements to be submitted on quarterly basis for public issue, rights issue,
preferential issue, etc.
The statement(s) specified above, shall be continued to be given till such time
the issue proceeds have been fully utilized or the purpose for which these
proceeds were raised has been achieved
The statement(s) specified above, shall be placed before the audit committee
for review and shall be submitted to the SE(s) after the review
The LE shall furnish an explanation for the variation specified above, in the
directors’ report in the annual report

29. Contd.
29
An annual statement has to be prepared by the LE for utilization of funds for purposes other
than those stated in the offer document which has to be certified by the statutory auditors of
the company and placed before the audit committee till the money raised from such issue is
utilized
Any comments or reports received from the monitoring agency shall be submitted to the
SE(s), if the LE appoints any such agent for the monitoring the utilization of proceeds of
public or rights issue
If the LE appoints any such monitoring agency to monitor the proceeds of public or
rights issue, the report of such agency shall be placed before the audit committee on
annual basis.
Where an entity has raised funds through preferential allotment or qualified institutions
placement, the LE shall disclose every year, the utilization of such funds during that year
in its Annual Report until such funds are fully utilized
In case of listed entity which have listed its specified securities on SME Exchange
quarterly/quarter shall respectively be read as half yearly/half year for the purpose of this reg

30. 30
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