Analysis of Chapter -X nd XI of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) related to Dissemination, Transferability, Draft Scheme of Arrangement & Scheme of Arrangement, Form B accompanying Annual Audit Report, Grievance Redressal & Monitoring of Compliance/Non Compliance & Adequacy/ Accuracy of the disclosures, Procedure for Action In Case Of Default, Liability for contravention of the Act, rules or the regulations, Failure to pay fine. Analysis is as follows :-

DUTY TO DISSEMINATION ON WEBSITE: (Regulation 92)

INFO TO BE PUBLISHED: Recognized Stock Exchange upon receipt of the following below mentions from Listed Entity shall immediately disseminate the same on the website of the Stock Exchange:

  • Intimations
  • Information
  • Filings
  • Reports
  • Statements
  • Documents
  • Any other submissions in terms of these regulations

MANNER OF PUBLICATION:

Dissemination of information as mentioned above shall provide with hyperlink for easy accessibility along with below:

  • Organised manner
  • User friendly manner
  • Easily referable manner

COORDINATE WITH DEPOSITORIES: (Regulation 93)

The recognized stock exchange(s) shall coordinate with Depositories to ensure that the listed entity complying with below mentioned with regard to freezing / unfreezing, lock-in/ release of lock-in with respect to securities issued or managed by the listed entity.

  • Compliance with the Applicable Laws or
  • Compliance with the Directions of the Board or
  • Compliance with the Directions of any competent Court

DRAFT SCHEME OF ARRANGEMENT & SCHEME OF ARRANGEMENT (Regulation 94)

♣ Forwarding of documents to SEBI:

  • The designated stock exchange, upon receipt of draft schemes of arrangement and the documents prescribed by the Board, as per sub-regulation (1) of regulation 37, shall forward the same to the Board, in the manner prescribed by the Board.

♣  Submission of observation letter with SEBI:

i. The stock exchange(s) shall submit to the Board its Objection Letter or No-Objection Letter on the draft scheme of arrangement after inter-alia ascertaining whether the draft scheme of arrangement is in compliance with securities laws

Time Period: within 30 (thirty) days of receipt of draft scheme of arrangement OR

ii. Within 7 (seven) days of date of receipt of satisfactory reply on clarifications from the listed entity and/or opinion from independent chartered accountant, if any, sought by stock exchange(s), as applicable.

♣ Issue of observation Letter to Listed Entity:

The stock exchange(s), shall issue Observation Letter or No-objection letter to the listed entity within 7 (seven) days of receipt of comments from the Board, after suitably incorporating such comments in the Observation Letter or No-objection letter:

Validity of the ‘Observation Letter’ or No-objection letter of stock exchanges shall be six months from the date of issuance

♣  Notice to the Court or Tribunal:

The stock exchange(s) shall bring the observations or objections, as the case may be, to the notice of Court or Tribunal at the time of approval of the scheme of arrangement.

♣  Submission with Board:

Upon sanction of the Scheme by the Court or Tribunal, the designated stock exchange shall forward its recommendations to the Board on the documents submitted by the listed entity in terms of sub-regulation (5) of regulation 37.

Time Schedule:Time SheduleREVIEW- FORM B ACCOMPANYING ANNUAL AUDIT REPORT: (Regulation 95)

The recognized stock exchange(s) shall review the Form B and the accompanying annual audit report, submitted in terms of clause (d) of sub-regulation (3) of regulation 33 and clause (a) of sub-regulation (3) of regulation 52, in the manner specified in Schedule VIII.

GRIEVANCE REDRESSED: (Regulation 96)

The recognised stock exchange(s) shall redress/facilitate redressal of complaints of holders of listed securities from time to time.

MONITORING OF COMPLIANCE/NON COMPLIANCE & ADEQUACY/ ACCURACY OF THE DISCLOSURES (Regulation 97)

The Recognized stock Exchange shall MONITOR:

i. Compliance by the listed entity with provisions of these regulations.

ii. Adequacy/ accuracy of the disclosures made by listed entity with respect to provisions of these regulations

iii. Report with the Board:

The Recognized stock Exchange shall submit a report to the Board, with respect to the obligations specified above in point no. (i) and (ii), in the manner specified by the Board.

iv. The recognised stock exchange(s) shall put in place appropriate framework including adequate manpower and such infrastructure as may be required to comply with the provisions of this regulation.

PROCEDURE FOR ACTION IN CASE OF DEFAULT

Chapter-XI

LIABILITY FOR CONTRAVENTION OF THE ACT, RULES OR THE REGULATIONS : (Regulation 98)

The listed entity or any other person thereof who contravenes any of the provisions of these regulations, shall, in addition to liability for action in terms of the securities laws, be liable for the following actions by the respective stock exchange(s), in the manner specified in circulars or guidelines issued by the Board:

(a) Imposition of fines;

[1](b) Suspension of trading;

(c) Freezing of promoter/promoter group holding of designated securities, as may be applicable, in coordination with depositories.

(d) Any other action as may be specified by the Board from time to time

FAILURE TO PAY FINE: (Regulation 99)

If listed entity fails to pay any fine imposed on it within such period as specified from time to time, by the recognised stock exchange(s), after a notice in writing has been served on it, the stock exchange may initiate action.

[1] The manner of revocation of actions specified in clauses (b) and (c) of sub-regulation (1), shall be as specified in circulars or guidelines issued by the Board.

CS Divesh Goyal(Author – CS Divesh Goyal, ACS is a Company Secretary in Practice from Delhi and can be contacted at csdiveshgoyal@gmail.com)

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