Disclosures Required to be Made by Listed Companies

Disclosures of related party transactions are required to be made on consolidated basis in the format specified in the relevant accounting standards for annual results to the stock exchanges and publish the same on its website

The Board of Directors of the listed entity shall authorize one or more Key Managerial Personnel for the purpose of determining materiality of an event or information and for the purpose of making disclosures to stock exchange(s) under this regulation and the contact details of such personnel shall be also disclosed to the stock exchange(s) and as well as on the listed entity’s website.

Event Based

All entities falling under promoter and promoter group shall be disclosed separately in the shareholding pattern appearing on the website of all stock exchanges having nationwide trading terminals where the specified securities of the entity are listed, in accordance with the formats specified by SEBI.

Within 21 days from the end of each quarter.

Where an entity has raised funds through preferential allotment or qualified institutions placement, the listed entity shall disclose every year, the utilization of such funds during that year in its Annual Report until such funds are fully utilized.

–   Every Year

The listed entity shall also submit as part of its standalone and consolidated financial results for the half year, by way of a note, statement of cash flows for the half-year.

–  Half Yearly Disclosure is required to be made alongwith submission of Financial Results.

The notice being sent to shareholders for an annual general meeting, where the statutory auditor(s) is/are proposed to be appointed/re-appointed shall include the following disclosures as a part of the explanatory statement to the notice:

(a)  Proposed fees payable to the statutory auditor(s) along with terms of appointment and in case of a new auditor, any material change in the fee payable to such auditor from that paid to the outgoing auditor along with the rationale for such change;

(b) Basis of recommendation for appointment including the details in relation to and credentials of the statutory auditor(s) proposed to be appointed.

– Alongwith Explanatory Statement to AGM Notice.

Note: The disclosures are to be maintained by the company for atleast 5 years.

– Every promoter, member of promoter group, designated person and director of the company is required to disclose to the company the number of shared acquired/disposed of.

– Every company shall disclosed regarding the above mentioned transaction to the concerned stock exchange

–    Within 2 trading days from the receipt of disclosure/ from becoming aware of such information.

(Last amended on February 12, 2018)

– The listed companies shall disclose the contents of Annexure – II on their websites

– Within two working days of receipt of such disclosure.

– Every Issuer shall submit audit report for the purposes of reconciliation of the total issued capital, listed capital and capital held by depositories in dematerialized form, the details of changes in share capital during the quarter and the in-principle approval obtained by the issuer from all the stock exchanges where it is listed in respect of such further issued capital.

– The issuer shall bring to the notice of the depositories and the stock exchanges, any difference observed in its issued, listed, and the capital held by depositories in dematerialised form

– immediately on occurrence of such Event

b) All directors shall also disclose the trading conducted by firms/corporate entities in which they hold twenty percent or more beneficial interest or hold a controlling interest, to the regulatory oversight committee.

– Schedule 3 – Part C (vii) – All directors and key management personnel shall disclose to the governing board any fiduciary relationship in any depository participant or RTA; in case shareholding exceeds five percent in any listed company or in other entities related to the securities markets; any other business interests.

– Event Based

– upon assuming office and during their tenure in office

– Event Based

The compensation given to the key management personnel shall be disclosed in the report of the recognised stock exchange or recognised clearing corporation under section 134 of the Companies Act, 2013.

All material disclosures which are necessary for the subscribers of the non-convertible redeemable preference shares are required to be made in offer documents.

–   Event Based

Where the issuer has disclosed the intention to seek listing of non-convertible redeemable preference shares issued on private placement basis, the issuer shall forward the listing application along with the disclosures as specified in Schedule I of these regulations to the recognized stock exchange.

–   Within fifteen days from the date of allotment of such non-convertible redeemable preference shares.

The issuer making a private placement of non-convertible redeemable preference shares and seeking listing thereof on a recognized stock exchange shall make disclosures as specified in Schedule I of these regulations accompanied by the latest Annual Report of the issuer.

–   Event Based

In a case falling under clause (a) of regulation 6 (Delisting from only some of the recognised stock exchanges); the fact of delisting shall be disclosed in the first annual report of the company prepared after the delisting

–   In first Annual report of the company after delisting.

Prior to granting approval under clause (a) of sub-regulation (1) for delisting of shares, the Board of Directors of the company shall,-

(i)    make a disclosure to the recognized stock exchanges on which the equity shares of the company are listed that the promoters/acquirers have proposed to delist the company;

(ii)  appoint a merchant banker to carry out due-diligence and make a disclosure to this effect to the recognized stock exchanges on which the equity shares of the company are listed;

Where the issuer has disclosed the intention to seek listing of debt securities issued on private placement basis, the issuer shall forward the listing application along with the disclosures specified in Schedule I (of the said regulations) to the recognized stock exchange.

Every rating obtained by an issuer shall be periodically reviewed by the registered credit rating agency and any revision in the rating shall be promptly disclosed by the issuer to the stock exchange(s) where the debt securities are listed.