Article on SEBI (LODR) Regulation 2015. Covering common obligation of listed entities & Listed entities whose specified securities are listed

1. CS Nagesh D. Rudrakanthwar Contact no - 9860206322
CS, LLB, MBA (Finance), PGDTL. Email – nagesh.rudrakanthwar@gmail.com
https://www.linkedin.com/in/csnagesh
With an aim to allaying the provisions of listing agreements with the provisions of Companies
Act, 2013 and thereby enforcing the better corporate governance and disclosure requirements, SEBI
issued the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements)
Regulations, 2015 on 2nd
September, 2015.
Earlier Listing agreement was the agreement between respective stock exchange and listed
company where by listed company agrees to comply the provisions of listing agreement therefore it
didn’t had any statutory recognition. However the section 21 of the Securities Contract Regulation Act,
1956 provided that – “where securities are listed on the application of any person in any recognized
stock exchange, such person shall comply with the conditions of the listing agreement with the stock
exchange”. Hence listing agreement got the statutory enforceability but there were no any separate
regulation through which the obligations casted by the stock exchange were regulated. Also there
were different listing agreements for debt and equity and different regulations for different classes of
securities. SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is the regulation
whereby SEBI would directly regulate and obligate the listed entities to comply the provisions of SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015. Here it is called as (Listing
Regulation).
The Action Points Which Listed Entities Should Observe For
Complying With The SEBI (LODR), 2015

2. This listing regulation would consolidate and streamline the provisions of existing agreements
for different securities which are traded on different segments of capital markets via. Equity (including
convertible) issued by entities listed on the main board of the stock Exchange, Small & Medium
Enterprises Listed on SME Exchange & Institutional Platform, Indian Depository Receipt, Non-
Convertible Redeemable Preference Shares, Non-Convertible Debt Instruments & Units Issues by
Mutual Fund Schemes.
SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. Would come into
force on the 90th
from the date of publication in the official gazette i.e. on 1st
December, 2015.
However the following provisions of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 shall applicable from immediate effect.
1. Passing of ordinary resolution for instead of passing special resolution for all material RPT
transactions provided that related parties abstain from voting on such resolution.
2. Reclassification of promoters holding as a public share holding under special circumstances.
Following are the action points which listed entities should observe for complying with
the SEBI (LODR), 2015:
Heading Regulation Provision Signed By Time Limit
Appointment
of Compliance
Officer
6(1) Listed entity shall appoint qualified company secretary as a compliance officer
RTA
7 (1),(2)
Listed companies shall appoint the
share transfer agent or manage the
share transfer facility in-house and
all activities of physical transfer or
electronic share transfer are
maintained either in house or by
registrar to issue to an issue and
STA registered with SEBI.
Compliance officer of listed entity and STA
7(3)
Submission of compliance certificate to exchange for the
compliance of maintenance of physical or electronic share
transfer activities in house or by registered to issue and STA
registered with SEBI
Within one month of end
of each half of the
financial year
7(4) & (5)
Any change or appointment of a new STA then listed company
executes tripartite agreement if share transfer activity
maintained outside. In case of in-house maintenance then
agreement between listed entity and new STA
Intimate to stock
exchange within 7 days
of entering into
agreement
Referred agreement in
sub (4) shall be placed in
subsequent general
meeting

3. Preservation
of Documents
9
Framing the policies for the preservation of documents which is duly approved by board of
directors and shall classified into:
a) Documents whose preservation permanent in nature
b) Documents with preservation period not less than eight years after completion of eight
years.
Grievance
Redressal
Mechanism
13(1) & (2)
Listed entity shall ensure that it is registered with SCORE or such other electronic platform
or the system of the board so as to handle the grievances of investors in a manner as
specified by the board
Listed entity shall file with recognized stock exchange a
statement giving no of complaints:
• Pending at the beginning of the quarter
• Received during the quarter
• Disposed of during the quarter
• Remained unresolved at the end of the quarter
Within 21 days from the
end of the quarter
Formulating
policy on
material
subsidiary
16(1) (c )
Listed entity shall formulate policy on material subsidiary (Material subsidiary means a
subsidiary, whose income or net worth exceeds 20% of the consolidated income or net
worth respectively, of the listed entity & its subsidiaries in its immediately preceding
accounting year
Code of
Conduct
17(5)
Board of directors shall lay down code of conduct for board of directors and senior
management
Compliance
certificate
from CEO &
CFO
17(8)
The CEO & CFO shall provide the compliance certificate to the board of directors as
specified in part B of Schedule II
Risk
Management
17(9)(a)
Listed entity shall lay down procedures to inform members of board of director about risk
assessment & minimization procedures.
17(9)(b) Board of director shall frame, implement & monitor the risk management plan
Formation of
Mandatory
committees
18, 19, 20, 21
Every listed company shall constitute following mandatory committees:
• Audit committee
• Nomination & Remuneration committee
• Stakeholder and relationship committee
• Risk Management committee
Vigil
Mechanism
22
Listed entity shall have vigil mechanism for directors and employees to report genuine
concerns
Related Party
Transactions
23 Listed entity shall formulate a policy on materiality of RPT and dealing with RPT
Corporate
governance
requirements
with respect
to subsidiary
of listed entity
24
At least one ID on the board of directors of the listed entity shall be a director on the
board of directors of an unlisted subsidiary

4. Obligation
with respect
to ID
25
The ID of listed entity shall hold at least one meeting in a year, without the presence of
non-independent directors & members of management and all the ID shall strive to
present at such meeting
Disclosures
and
submission to
exchange
27(2)(a),
27(2)(b)
Listed entity shall submit a
quarterly compliance report on
corporate governance
Either by Compliance
officer or CEO of listed
entity
Within fifteen days from
the closure of quarterDetails of all material transaction
with related parties with report as
specified in clause 27(2)(a)
Prior
intimation
29(1), (2)
Prior intimation of the meeting of the board in which following
proposals considered:
• Financial results
• Buy-back
• Voluntary delisting of listed entity
• Fund raising by way of further issue, right issue, ADR/GDR,
FCCB, QIP, Debt issue, Preferential Issue or any other method
and for determination of issue price
• Declaration /recommendation of dividend, issue of
convertible securities including convertible debentures or of
debentures right to subscribe to equity shares or passing over
of dividend.
• Declaration /recommendation of bonus securities
At least two days in
advance excluding date
of intimation and
meeting
29(3)
Listed entity shall give intimation to stock exchange before any
of the proposal placed before board
• Any alteration in the nature of securities, rights, privileges of
the holders thereof
• Any alteration in date on which date the interest on
debenture or bond or the redemption amount.
Before eleven days
before placed before the
board.
Disclosure of
events or
information
30 (1),(2) &
(3)
Disclose to stock exchange of all events as specified in part A (
It includes Para A and Para B ) of Schedule III
Not later than 24 hrs of
occurrence of event or
information. In case the
intimation is given after
24 hrs of the occurrence
of the event or
information , listed entity
shall provide explanation
for delay along with
disclosure
30(4)(ii)
Listed entity shall frame policy for determination of materiality based on the criteria
specified in sub regulation , duly approved by the board which shall be disclosed on
companies website
30(5)
Shall authorize one or more KMP for determining materiality of event or information for the
purpose of making disclosure to stock exchange and contact details of such personnel
shall be disclosed to stock exchange
30(6)
Outcome of board meeting:
Disclosure with respect to events specified in Sub-Para 4 of
Para A of Part A of Schedule III
Within 30 minutes from
the conclusion of the
meeting

5. 30(8)
All the events and information which has been disclosed to stock exchange shall be placed
on companies website for minimum period of 5 years
Holding of
Securities &
shareholding
pattern
31(1)
Submit to stock exchange a statement of holding of securities
and shareholding pattern separately for each classes of
securities:
• in case of listing of securities
• quarterly basis
• Any capital restructuring which resulting in change exceeding
2 % of paid up capital.
1 day prior to listing of
its securities.
21 days from the end of
the quarter
Within 10 days of capital
restructuring
statement of
deviation(s)
or Variation(s)
32
Statement submits to exchange for public issue, right issue,
preferential issue, etc indicating the details as given under sub
regulation
Statement as specified in sub regulation (1) shall be placed
before the audit committee for review and then after
submitted to exchange
Quarterly basis to stock
exchange till such time
the issue proceeds have
been fully utilized or the
purpose for which there
proceeds were raised has
been achieved.
Financial
results
33
33(2)(b)/(d) – Financial Result 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.
33(3) (a) the listed entity shall
submit quarterly and year to date
standalone financial results to the
stock exchange - within 45 days
from the end of the quarter
33(3) (b) if the listed entity has
subsidiaries, in addition to
standalone financial results also
submit quarterly / year-to- date
consolidated financial results.
33 (3) (c) (I) unaudited financial
result shall be accompanied by
limited review report.
33(2)(b)/(d) – Financial
Result 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.
Within 45 days from the
end of the quarter
33 (3) (d) If the listed entity opts
for submission of audited financial
results, they shall be accompanies
by audit report. In case of having
subsidiaries, while submitting
annual audited standalone financial
Within 60 days from the
end of the financial year

6. results also submit annual audited
consolidated financial results along
with the audit report.
33 (3)(e) Audited financial result of
last quarter shall be submitted
along with the results of entire
financial year
33(3)(f) as a part of standalone
statement or consolidated financial
results, by way of a note, a
statement of assets and liabilities
as at the end of the half year.
Submit Half yearly
Publication of
Financial
results in
news paper
47(3)
Financial results shall be published in at least one English
language daily circulating in the whole or substantially the
whole of India & in one daily newspaper published in the
language of the region, where the registered office of the
entity is situated also publish the same on company website
Within 48 hrs of
conclusion of Board
Meeting
Annual report 34 Listed entity submit annual return to stock exchange
Within 21 working days
of it being approved and
adopted in the AGM
Information
Memorandum
35
Listed entity shall submit information memorandum to stock exchange in a manner as
specified by the board
Documents
and
information to
shareholders
36(2)
Listed entity shall send annual report to the holders of
securities.
Not less than 21 days
before the AGM
Record date
or Date of
closure of
transfer books
42
Intimation of record date to all stock exchanges where its
securities are listed for the purpose of:
• Declaration of dividend
• Issue of right or bonus share
• Issue of share for conversion of debentures or any other
convertible securities
• Shares arising out of the rights attached to debentures or
any other convertible securities
• Corporate actions like merger, de-merger, splits, bonus
shares, where stock derivatives available on the stock of listed
entity or where listed entities stock form part of an index on
which derivatives are available
• Such other purposes as may be specified by the stock
exchange(s).
At least 7 days in
advance excluding the
date of intimation & the
record date
Voting by
shareholders
44(3)
submission of voting results to stock exchange in a format
specified by the board
Within 48 hours of the
conclusion of General
Meeting

7. Advertisement
in newspaper
47
Listed entity shall publish following information in newspaper:
a) Notice of board meeting where financial results shall be discussed.
b) Financial results as specified by in regulation 33 along with modified opening(s) or
reservation(s) if any, of 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 paces, such as the website of listed entity & stock
exchange(s), where the standalone result of the listed entity are available.
c) Statements of deviation(s) or variations as specified in sub-regulation its explanation in
directors report in annual report;
d) Notice given by shareholders by advertisement
Published in at least one English language national daily newspaper circulating in the
whole or substantially the whole of India & in one daily newspaper published in the
language of the region, where the registered office of the listed entity is situated.