Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR’) norms are applicable to all listed entities, which have listed their designated securities on the recognised stock exchanges. Regulation 5 of the SEBI LODR norms cast general obligation of compliance on the listed entity to 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 the regulations. Under the SEBI Listing Regulations 2015, a listed entity is required to comply with the following compliances:
(1) Quarterly Compliances
(2) Half-yearly Compliances
(3) Yearly Compliances
(4) Event-Based Compliances
Are you concerned about compliances or want to learn more about what compliances under the SEBI (LODR) Regulations are? This article will mostly cover Event Based compliances under SEBI (LODR) Regulations 2015.
Event based Compliances under SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR’)
|
Regulation |
Title | Particulars | Time Limit |
| 7(5) | Share-transfer agent | The listed entity shall intimate the appointment of Share Transfer Agent, to the stock exchange(s) | Within 7 days of Agreement with RTA |
| 31(1)(a) | Holding of Specified securities | 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 prior to listing of securities | One day prior to listing of Securities |
| 31(1)(c) | Shareholding pattern | 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 case of Capital Restructuring | Within 10 days of any capital restructuring exceeding 2% of the total paid-up share capital |
| 31A(8) | Disclosure of material events in case for reclassification of any person as promoter/public | The listed entity shall disclose to the stock exchange the deemed material events i.e., receipt of request for re-classification by the listed entity from the promoter(s) seeking re-classification, Minutes of the board meeting considering such request which would include the views of the board on the request, etc. | within 24 hours from the occurrence of the event |
| 37(1) | Scheme of arrangement | The listed entity shall file draft Scheme of Arrangement to the stock exchange(s) | Prior approval before filing with Court or Tribunal |
| 39(2) | Issue of Certificate | The listed entity shall effect 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, in dematerialised form | Within 30 days from the date of such lodgement |
| 39(3) | Information relating loss of securities | The listed entity shall submit information with respect to loss of share certificates and issue of the duplicate certificates to the stock exchange | Within 2 days of getting information |
| 40(3) | Registering the transfer of securities | 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 15 days from the date of such receipt of request for transfer |
| 42(2) | Record Date / Book Closure | The listed entity shall intimate the record date or date of closure of transfer books to all the stock exchange(s) specifying the purpose of the record date 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. The listed entity shall intimate the following events:
(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) corporate actions like mergers, demergers, splits, etc. (f) such other purposes as may be specified by the stock exchange(s) * For securities held in physical form the listed entity may announce transfer book closure |
In case of Right Issue, at least 3 working days in advance (excluding the date of intimation and record date) Other than Right Issue, at least 7 working days in advance (excluding the date of intimation and record date) |
| 46 | Maintenance of website | The listed entity shall maintain a functional website containing the basic information about the listed entity and update any change in the content of its website | Within 2 working days from the date of change in content |
As per Regulation 36(4), the information and documents made by the listed entity-
(a) to the stock exchanges shall be in XBRL; and
(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.
Conclusion: SEBI LODR event-based compliances are crucial to maintain transparency and uphold regulatory standards in the Indian stock market. Understanding these regulations and promptly adhering to them ensures the integrity and credibility of listed entities while fostering investor confidence.
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