Listed Companies are the ones whose shares are listed on recognised stock exchange(s). All Listed entities are required to make disclosures to the concerned stock exchange(s) from time to time under various regulations issued by SEBI (Securities and Exchange Board of India). Following are some of the regulations under which disclosures are required to be made:

S. No. Regulations Disclosure Requirements Frequency
1. SEBI (LODR) Regulations 2015 read with SEBI (LODR) Regulations, 2018/19 Regulation 23(9) – latest amendment-

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

Within 30 days from the date of publication of its standalone and consolidated financial results for the half year.
Regulation 30

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

Regulation 31A

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.

Regulation 32 (7A)

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

Regulation 33 (3)(g)

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.

Regulation 36 (5)

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.

2. SEBI (Prohibition of Insider Trading) Regulations, 2015 (Last amended on September 17, 2019) Notification on Reporting of Code of Conduct Violations a) As per The board of directors of a listed company are required to make a fair disclosure of unpublished price sensitive information by formulating a policy as prescribed under Regulation (2A) read with regulation 8 and schedule A (under code of fair disclosure) to these regulations [Inserted by SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018] Event Based
b) As per Regulation 6 the disclosure is to be made by the concerned person regarding trading of securities which include trading in derivatives and their traded value.

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

Event Based
c) Regulation 7 (2)-

– 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 trading days of such transaction.

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

3. SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009

(Last amended on February 12, 2018)

a) As per Regulation 57– Letter of offer shall contain all material disclosures as specified in Schedule VIII of these regulations. Event based
b) As prescribed under Regulation 73; the Issuer shall disclose the details of the issue in the explanatory statement to the notice of General Meeting proposed for passing special resolution. Event based
c) As per Regulation 103 read with Schedule XIX; all material disclosures relating to issue of Indian Depository Receipts which are true, correct and adequate so as to enable the applicants to take an informed investment decision are required to be disclosed in prospectus and abridged prospectus. Event Based
4. SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 [Last amended on July 29, 2019] See circular SEBI/HO/CFD/DCR1/CIR/P/2019/90 dated 07.08.2019 regarding Disclosure of reasons for encumbrance by promoter of listed companies.

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

– Event Based

– Within two working days of receipt of such disclosure.

5. SEBI (Depositories and Participants) Regulations, 2018 [Last amended on June 04, 2019] Regulation 31- The disclosure requirements and corporate governance norms as specified for listed companies shall mutatis mutandis apply to a depository. Half yearly
Regulation 76(2)-

– 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

– Quarterly Basis

– immediately on occurrence of such Event

Schedule 3 – Part C (iv) – Key management personnel of the depository shall disclose as determined by the depository, all their dealings in securities, directly or indirectly, to the governing board/regulatory oversight committee/ Compliance Officer. – on periodic basis(which could be monthly)
Schedule 3 – Part C (v) – a) All transactions in securities by the directors and their relatives shall be disclosed to the governing board of the depository.

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.

– Not Specified

– Event Based

– upon assuming office and during their tenure in office

– Event Based

6. SEBI (Foreign Portfolio Investor) Amendment Regulations 2019 Regulation 21(3) – A foreign portfolio investor shall fully disclose to the Board any information concerning the terms of and parties to off-shore derivative instruments, by whatever names they are called, entered into by it relating to any securities listed or proposed to be listed in any stock exchange in India. Event based
Regulation 28 – A foreign portfolio investor, or any of its employees are required to make disclosure of its interest in any security in publicly accessible media including long or short position in the said security has been made. Event based
7. SEBI (Buy-back of Securities) Regulations 2018 [Last amended on July 29, 2019] Regulation 5 (iv) read with Schedule I to these regulations and Section 68(3) of the Companies Act 2013 –  Companies are required to disclose all material facts and details relating to buy-back in the explanatory statement to be annexed with  Notice for General Meeting. Event Based
As prescribed under Regulation 16 (iv) companies are required to make disclosures regarding buy-back by making public announcement. Such announcement shall also include disclosures regarding brokers or stock exchange through which the buy-back is to be made. Within two working days from the date of passing of board/special resolution.
8. Securities Contracts (Regulation) (Stock Exchanges and Clearing Corporations) Regulations, 2018 [Last amended on June 04, 2019] As per Regulation 21– the recognised stock exchange(s) and the recognised clearing corporation(s) shall disclose to the Board(SEBI), in the format specified by the Board, their shareholding pattern on a quarterly basis. Within fifteen days from the end of each quarter.
As prescribed under Regulation 27 (5);

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.

To be disclosed in Board’s Report.
9. SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013 [last amended on October 09, 2018] Regulation 5-

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

Regulation 16 (3)-

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.

Regulation 18 (1)

 

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

10. SEBI (Delisting of Equity Shares) Regulations, 2009 – [last amended on July 29, 2019] Regulation 7(1)(d)

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.

Regulation 8 (1A)

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;

On occurrence of event.
11. Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 [Last amended on May 07, 2019] Regulation 19 (3) –

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.

–   Within fifteen days from the date of allotment of such debt securities.
Regulation 23(2) –

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.

– On occurrence of event
12. Other Disclosures through various circulars and notifications issued by SEBI recently a) Every listed company is required to disclose the default done by the company vide circular no. LIST/COMP/29/2019-20 dated 24.09.2019 – Event based in terms of Regulation 30(1) and 30(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and all amendments and circulars issued thereunder.
b)      Every listed company is required to disclose the defaults on payment of interest/ repayment of principal amount on loans from banks/ financial institutions and unlisted debt securities vide circular No. SEBI/HO/CFD/CMD1/CIR/P/2019/140 dated November 21, 2019 – The disclosure shall be made promptly, but not later than 24 hours from the 30th day of such default.

Disclaimer:– The above article is an extract of various SEBI Regulations issued/amended from time to  time. At the time of making compliances, there are other important aspects also which are required to be considered and are kept in mind while preparing them as cases varies and depend upon merits of the company’s profile. Hence, the professional/(s) who are involved should consider the whole case. The author shall not liable for any direct, indirect, special or incidental damage resulting from, arising out of or in connection with the use of the information.

[Author – CS Charu Aggarwal, Charu A & Associates, Practising Company Secretary in Chandigarh and Delhi and provides varied array of services including Start-ups, Secretarial, Legal, Intellectual property, taxation, Audit, GST, Book keeping and other ancillary advisory service and can be reached at email id:- [email protected] or +91 9877907702]

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