This document outlines the disclosure requirements and obligations that companies listed on stock exchanges must follow. It discusses various types of material events and information that must be disclosed to the stock exchange within certain timeframes, such as major business decisions, changes to the board of directors, financial results, and shareholder agreements. It also specifies the disclosure of policies, board and committee details, related party transactions, and affirmations that must be included in annual reports and on the company's website. Non-compliance may result in penalties such as fines or trading suspensions.

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05/12/2015

2.  Type of Disclosures
 Particulars which are to be disclosed
 Prior intimation of Board Meetings
 Other filing obligation of the company
 Other obligation of the company
 Obligation towards shareholders
 Penalty for defaults
 Main points of important prescribed forms
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3. The Board is required to disclose every material event
within 24 hours on its occurrence
 There are two kinds of material events that is:
----which are deemed as material
----which may be considered material by Board
depending upon its reaction on share price by its
disclosure/ omission to stock exchanges
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4.  Amalgamation, merger, demerger , acquisition or
disposal of any unit or any other restructuring
 Issuance , forfeiture , split or consolidation, buyback ,
redemption of securities etc
 Revision in Rating
 Outcome of Meetings of the board of directors
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5.  Agreements not in normal courses of business like
shareholder agreement, joint venture agreement etc
 Fraud/defaults by promoter or key managerial
personnel or by company
 Change in directors, key managerial personnel, auditor
and compliance officer
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6.  Appointment or discontinuation of share transfer agent
 Corporate debt restructuring
 One time settlement
 Reference to BIFR and winding-up petition filed
 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
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7.  Proceedings of Annual and extraordinary general
meetings
 Amendments to memorandum and articles of
association
 Schedule of analyst meet and presentations on
financial results to analysts
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8.  Commencement of commercial operations of any unit
 Change in the general character of business
 Awarded/ orders/contracts, not in the normal course
of business
 Disruption of operations of any unit due to natural
calamity or events such as strikes, lockouts etc
 Effects arising out of change in the regulatory
obligations
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9.  Detail of Litigation / regulatory action with impact
and its updating till the litigation is concluded
 Detail of frauds /defaults by directors
 Detail of Options to purchase securities
 Detail of giving of guarantees etc for any third party
 Brief details and impact of the approval obtained/
withdrawn/ surrendered
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10.  Details of the entities
 Interest of related parties if
any
 Reasons
 Consideration
 Changes in shareholding
pattern
 Detail of target entity
 Interest of related parties
 Objects and effects
 Regulatory approvals if any
 Time period for completion
 Consideration
 Detail of shares acquired
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11.  Details and Reasons
 Effect
 Interest of related parties
 Change in shareholding
pattern
 Detail of unit
 Date of agreement
 Expected date of completion
 Consideration
 Detail of buyers
 Interest of related parties
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12.  Type of securities
 Type of issuance that is public
or preferential allotment etc.
 Total number and amount of
securities
 Termination of proposal for
issuance of securities
 Names of the investors
 Details of investors and issue
price after allotment of
securities
 In case of convertibles -
intimation on conversion of
securities
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13.  Name of the stock exchange
where these are listed
 Details of terms of issue
 Issue price
 Details of defaults and
corrective measures
undertaken
 Bonus is out of free reserves
or share premium account
 Bonus ratio
 Pre and post shareholding
 Estimated date of credited of
bonus shares
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14.  Split/consolidation ratio
 Reasons
 Pre and post share capital
 Expected time of completion
 Size of the issue
 Name of the stock exchange
 Details of terms of issue
 Detail of security
 Special rights attached to the
instrument
 Default or delay in payments
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15.  Issuing authority
 Reasons
 Detail of registered holders
 Period for which order would
be applicable
 Number of securities
 Buyback price
 Pre & post shareholding
pattern
 Forfeiture of shares and its
reissue.
 Alteration of capital
 Change in terms of securities
like redemption of securities.
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16.  Name of parties
 Purpose of the agreement or amendment or reasons of
termination
 Shareholding in the entity with whom the agreement is
executed
 Significant terms of the agreement
 Interest of related parties
 In case of issuance of shares to the parties, details of
shares and its issue price
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17. Within 30 minutes of the closure of the meeting ,held to consider
or decide the following:-
 Declaration / cancellation of Dividends
 Buyback of securities
 Fund raising proposed
 Issue of bonus
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18.  Reissue of forfeited shares
 Alterations of capital, including calls
 Financial results
 Decision on voluntary delisting
The intimation of outcome of meeting of the board of directors shall also
contain the time of commencement and conclusion of the meeting
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19. For the following matters at least two days notice
be given to the stock exchanges :
 Proposal for buy back of shares.
 Voluntary delisting of shares
 Declaration of dividend
 Declaration of bonus shares
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20. For the following matters at least five days notice be
given to the stock exchanges :
 Consideration of financial annual / quarterly results
For the following matters at least eleven days notice
be given to the stock exchanges :
 Alteration in the nature of securities .
 Alteration of date of payment of interest / redemption
amount
 Fund raising by way of issue of securities .
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21.  Quarterly shareholding pattern in the prescribed form
within 21 days .
 Quarterly deviation / variation report of funds raised
through issues from projected utilization after
reviewing by Audit Committee .
 Quarterly / Annual financial results within 45 / 60
days . A certificate of CFO and CFO be placed before the
Board certifying that these do not contain any false
statements or omit any material facts.
 Quarterly corporate governance compliance report in
prescribed form within 15 days .
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22.  Annual report within 21 days of AGM. It shall contain in
addition to information as required under Act, Business
Responsibility Statement in prescribed form . This inclusion is
applicable for top 100 companies or for others it is optional .
 Annual Information Memorandum in the prescribed form.
 Draft merger / demerger / arrangement scheme to stock
exchanges before submitting to court for its no objection
letter.
 Intimation of loss of share certificates within two days
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23.  Half yearly certificate from practicing company
secretary regarding issue of certificates on split up
consolidation/ transfer within 30 days .
 Seven days notice for closure of transfer of books be
given for any corporate action like declaring of
dividend/ interest etc.
 Giving of results of e-voting within 48 hours of
conclusion meeting .
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24.  Company shall obtain in principal approval from stock
exchanges before issuing of securities .
 Company shall not change its name within one year of
earlier change and company should have at least 50%
of either turnover / investment of business activity
suggested by name.
 Publication of notice of Board Meeting for
consideration of results in newspapers
 Publication of results in newspapers within 48 hours
of its consideration
 Details of transfers / transmission be laid before each
Board Meeting .
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25. Maintain website consisting following information:
 Details of its business
 Terms of appointment of independent directors
 Compensation to committees.
 Code of conduct of board of directors and senior
management personnel
 Vigil mechanism/ Whistle Blower policy
 Payments to non-executive directors
 Policy on dealing with related party transactions
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26. Maintain website consisting following information:
 Details of familiarization programmes imparted to
independent directors including number of
programmes attended and hours spent by them.
 Email address and contact information of designated
official for grievance redressal
 Notice of meeting of Board where financial results shall
be discussed
 Quarterly / Annual Financial results
 Complete copy of the annual report
 Shareholding pattern
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27.  Providing of Annual Report 21 days before AGM.
 Providing of brief profile etc of proposed directors .
 Issue of certificates on split-up consolidation or
duplicate within 30 days of its lodgment with the
company .
 Transfer of shares with in 15 days of request. And in
case company fails to register transfer without any
valid objection , then company shall compensate
opportunity loss for delay.
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28.  Imposition of fine.
 Suspension of trading
 Freezing of shareholding of promoters .
It will be as determined and specified by the Board from time to time .
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29.  General information of company
 Financial information
 Director who is responsible for Business
Responsibility(BR) policies
 Principle-wise BR Policies
 Principle-wise Performance
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30. There are nine principles which have been mentioned by
Regulations
-- Conducting business with ethics, transparency and accountability .
--Providing safe products or services and contribution to sustainability
-- Promoting comfort, security, safety and protection of employees
--Respecting interest and responsibility towards stakeholders
-- Respecting and promoting human rights
-- Respecting, protecting and making efforts to restore environment
-- Responsibilities regarding public and regulatory policy
-- Supporting growth and equitable development.
--Responsibilities regarding providing value to customers and consumers
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31.  Detail of promoters shareholding
 Detail of public shareholding
 Public holding more than 1% of the total shares
 Public holding more than 5% of the total shares
 Detail of locked-in shares
 Detail of Depository Receipts
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32.  Composition of Board of Directors and Committees
 Meeting of Board of Directors and Committees
 Related party transactions
 Affirmations Board of Directors and Committees do all
act in terms of SEBI (Listing obligations and disclosure
requirements) Regulations, 2015.
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33.  Confirm all the disclosures under the regulation are
disclosed on the company website
 Annual affirmations:
--- Composition and meeting of Board of Directors
--- Committees,
---- Code of conduct
----Risk management,
----Appointment and performance evaluation of
independent director,
----Prior or omnibus approval for all related party
transactions and policy of related party transaction etc.
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34. Affirmations for compliance the following act:
 Copy of the annual report displayed on website
 Presence of Chairperson of Audit Committee at the
Annual General Meeting
 Presence of Chairperson of the nomination and
remuneration committee at the annual general meeting
 “Corporate Governance Report” disclosed in Annual
Report
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