CS Vikas Gupta

CS VIKAS GUPTAComparative analysis between listing agreement and Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

OLD CLAUSE
NEW REGULATION
PARTICULARS
CHANGES
OLD LISTING AGREEMENT
NEW LISTING REGULATION
3(c)
40(3)
Transfer or transmission of securities and issue certificates within 15 days from the date of such receipt of request for transfer.
Transfer of securities and issue certificates within 15 days from the date of such receipt of request for transfer.
Provided that the listed entity shall ensure that transmission requests are processed for securities held in dematerialized mode and physical mode within 7 days and 21 one days respectively, after receipt of the specified documents.
Separated the timing of processes of transmission request
16
42(1)(2)&(4)
Close transfer book and give notice to the SE in advance of at least 7 working days and to send copies of such notices to the other recognised SE in India.
Minimum time gap between the 2 book closures and/or record dates would be atleast 30 days.
Give notice in advance of atleast 7 working days to SE of record date (or of closure of its transfer books, in case of physical securities) specifying the purpose of the record date.
Ensure the time gap of at least 30 days between 2 record dates.
Requirement of sending copies of notices to the other SE in India has been extinguished.
19(a)
29(1)(b)&(e)
(a) Give prior intimation to the SE about the BM at which proposal for BuyBack of Securities, declaration/ recommendation of Dividend or Rights or issue of convertible debentures or of debentures carrying a right to subscribe to equity shares or the passing over of dividend or the issue of right is due to be considered at least 2 working days in advance.
Give prior intimation to SE atleast 2 working days in advance, excluding the date of the intimation and date of the meeting, about the BM in which any of the following proposals is due to be considered: (b) proposal for buyback of securities; (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.
No change
19(b)
29(f)
Give atleast 2 working days notice to the SE in case the proposal for declaration of bonus is communicated to the BoDs of the company as part of the agenda papers. (No prior intimation to the SE is required about the BM in case the declaration of Bonus is not on the agenda of the BM).
Give prior intimation to SE atleast 2 working days in advance, excluding the date of the intimation and date of the meeting, about the BM in which the proposal for declaration of bonus securities where such proposal is communicated to the BoDs of the listed entity as part of the agenda papers is due to be considered. Provided that in case the declaration of bonus is not on the agenda of the BM, prior intimation is not required to be given to the SE.
No change
20(a)&(c)
Schedule III, Part A, Para A (4)(a)&(c)
Intimate to the SE within 15 minutes of the closure of the BM: (a) all dividends and/or cash bonuses recommended or declared or the decision to pass any dividend or interest payment and date on which dividend shall be paid/dispatched;
(c) The decision on Buyback of Securities.
Disclose to the SE, within 30 minutes of the closure of the BM:
(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;
(c) the decision on buyback of securities.
Disclosure to be given within 30 minutes of the BM.
22(a)to(c)
Schedule III, Part A, Para A (4)(e)to(g)
Intimate to the SE within 15 minutes of the closure of the BM: (a) short particulars of any increase of capital whether by issue of bonus shares through capitalization, or by way of right shares to be offered to the shareholders or debenture holders, or in any other way;
(b) short particulars of the 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;
(c) short particulars of any other alterations of capital, including calls;
Disclose to the SE, within 30 minutes of the closure of the BM:
(e) increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares shall be credited/ dispatched;
(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.
Disclosure to be given within 30 minutes of the BM.
30
Schedule III, Part A, Para A (7)
Promptly notify the SE
(a) of any change in the Company’s directorate by death, resignation, removal or otherwise;
(b) of any change of Managing Director, Managing Agents or Secretaries and Treasures;
(c) of any change of Auditors appointed to audit the books and accounts of the Company.
Disclose to the SE change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer , Company Secretary etc.), Auditor and Compliance Officer within 24 hours.
Time limit of 24 hours is inserted
31(a)
34(1)
Forward to the SE promptly and without application six copies of the Statutory and Directors’ Annual Reports along with Form A or Form B, as applicable, Balance Sheets and Profit and Loss Accounts and of all periodical and special reports as soon as they are issued and one copy each to all the recognised stock exchanges in India.
Submit the annual report to the SE within 21 working days of it being approved and adopted in the AGM as per the provisions of the Companies Act, 2013.
* No need to send 6 copies of annual report * Now annual report is required to be given within 21 working days of it being approved and adopted in the AGM.
31(d)
Schedule III, Part A, Para A (13)
Forward to the SE promptly and without application copy of the proceedings at all Annual and Extraordinary General Meetings of the Company.
Disclose to the SE Proceedings of Annual and extraordinary general meetings within 24 hours.
Time limit of 24 hours is inserted
35(b)
31(1)(b)
Submit to the SE a statement showing holding of securities and shareholding pattern separately for each class of securities on a quarterly basis, within 21 days from the end of each quarter.
Submit to the SE a statement showing holding of securities and shareholding pattern separately for each class of securities on a quarterly basis, within 21 days from the end of each quarter.
No change
35A
44(3)
Submit to the SE, within 48 hours of conclusion of its GM, details regarding the voting results.
Submit to the SE, within 48 hours of conclusion of its GM, details regarding the voting results.
No change
41(I)(c)
33(3)(b)
Submit audited or unaudited quarterly and year to date financial results to the SE within 45 days of end of each quarter, other than the last quarter.
Submit quarterly and year-to-date financial results to the SE within 45 days of end of each quarter, other than the last quarter.
No change
41(I)(d)
33(3)(d)
Submit audited financial results for the entire financial year to the SE, within 60 days of the end of the financial year.
Submit audited standalone financial results for the financial year to the SE, within 60 days from the end of the financial year.
No change
41(I)(ea)
33(3)(f)
As a part of its audited or unaudited financial results for the half year, also submit by way of a note, a statement of assets and liabilities as at the end of the half year.
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.
No change
41(I)(f)
Schedule III, Part A, Para A (4)(h)
The financial results shall be submitted to the SE within 15 minutes of conclusion of the meeting of the Board in which they were approved.
Disclose to the SE, within 30 minutes of the closure of BM, held to consider the financial results.
Disclosure to be given within 30 minutes of the BM
41(III)(a)
29(1)(a) & proviso to 29(2)
Give prior intimation to SE of the date and purpose of meetings of the Board or Committee in which the financial results will be considered at least 7 clear calendar days prior to the meeting (excluding the date of the intimation and date of the meeting).
Give prior intimation to SE about the BM in which financial results viz. quarterly, half yearly, or annual, as the case may be, is due to be considered at least 5 days in advance (excluding the date of the intimation and date of the meeting).
5 days notice is required instead of 7 days
41(III)(b)
47(1)(a)
Publish notice in newspaper simultanoeusly with the submission of the same to the SE.
Publish notice in newspaper simultanoeusly with the submission of the same to the SE.
Means atleast 5 days before the board meeting instead of 7 days
41(VI)(a)
47(1)(b)
Within 48 hours of conclusion of the Board meeting at which the financial results were approved, publish a copy of the financial results which were submitted to the SE in newspaper.
Within 48 hours of conclusion of the BM at which the financial results were approved, publish a copy of the financial results which were submitted to the SE in newspaper.
No change
47(c)
40(9)&(10)
Ensure that the RTA and/or the In-house Share Transfer facility, as the case may be, produces a certificate from a PCS within 1 month of the end of each half of the financial year, certifying that all certificates have been issued within 15 days of the date of lodgment for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies and a copy of the same shall be made available to the SE within 24 hours of the receipt of the certificate by the Company.
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 1 month of the end of each half of the financial year, certifying that all certificates have been issued within 30 days of the date of lodgement for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies and ensure that certificate be filed with the SE simultaneously.
* Mention in the certificate 30 days instead of 15 days * Earlier certificate was to be filed within 24 hours of its receipt, now it is to be filed immediately
49(II)(B)(6)(a)
25(3)
The independent directors of the company shall hold at least one meeting in a year, without the attendance of non-independent directors and members of management. All the independent directors of the company shall strive to be present at such meeting.
The independent directors of the company shall hold at least one meeting in a year, without the presence of non-independent directors and members of management and all the independent directors shall strive to be present at such meeting.
No change
49(IX)
17(8)
The CEO or the MD or manager or in their absence, a WTD appointed in terms of Companies Act, 2013 and the CFO shall provide the compliance certificate to the BoDs.
The CEO and the CFO shall provide the compliance certificate to the BoDs.
“MD or manager or in their absence, a WTD” have been deleted
49(X)(B)
27(2)(a)
Submit a quarterly compliance report to the SE within 15 days from the close of quarter.
Submit a quarterly compliance report on corporate governance to the SE within 15 days from the close of quarter.
No change
49(XI)
Schedule V(E)
Obtain a certificate from either the auditors or PCS regarding compliance of conditions of corporate governance and annex the certificate with the directors’ report.
Compliance Certificate from either the auditors or PCS regarding compliance of conditions of corporate governance shall be annexed with the directors’ report.
No change
 NEW INSERTIONS:
NEW REGULATION
PARTICULARS
7(2)
Ensure that all activities in relation to both physical and electronic share transfer facility are maintained either in house or by Registrar to an issue and share transfer agent registered with the Board.
7(3)
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 one month of end of each half of the financial year, certifying compliance with the requirements of sub- regulation (2).
9
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;
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.
12
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(3)
File with the SE on a quarterly basis, within 21 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.
35
Submit to the SE an Annual Information Memorandum in the manner specified by the Board from time to time.
46(2)
Disseminate the following information 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;
(n) details of agreements entered into with the media companies and/or their associates, etc;
(o) schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange;
(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, viz.,
(i) notice of BM where financial results shall be discussed;
(ii) financial results;
(iii) statements of deviation(s) or variation(s);
(iv) notices given to shareholders by advertisement.
46(3)(b)
Update any change in the content of its website within two working days from the date of such change in content.

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5 responses to “Comparative analysis of Listing Agreement between SEBI Listing Regulations, 2015”

  1. Siddharth Pancholi says:

    good comparison

  2. Sumit says:

    Thank you..for posting in comparative format.

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