Summary of filings required to be made to Stock Exchanges under LODR for listed entity which has listed its specified securities, and either non-convertible debt securities (NCDs) or non-convertible redeemable preference shares (NCRPS) or both.
| Description | Regulation No. | Particulars | |
| Share Transfer Agent | Regulation 7 (3) | Compliance Certificate duly signed by CS and authorised representative of share transfer agent – within 1 month of every half year | |
| Regulation 7 (5) | Intimation about change of share transfer agent – within 7 days of entering into agreement | ||
| Investor Complaints | Regulation 13 (3) | Intimation about Investor Complaints – within 21 days from the end of each quarter | |
| Related Party Transactions | Regulation 23 (9) | Disclosure of Related Party Transactions on a consolidated basis, within 30 days from publication of half yearly standalone and consolidated results | |
| Corporate Governance Report | Regulation 27(2) | Corporate Governance Report – within 15 days of the end of quarter | |
| In-principal approval for Issue of Securities | Regulation 28 | Obtain in principle approval from recognised stock exchange before issue of any securities | |
| Prior Intimation about Board Meeting | Regulation 29 (1) | Prior intimation to Stock Exchange about Board Meeting for financial results – Atleast 5 days in advance, excluding the date of intimation and date of meeting; proposal for buyback of securities; proposal for voluntary delisting by the listed entity from the stock exchanges; fund raising by way of FPO, Rights Issue, ADR/GDR/FCCB, QIP, Debt Issue, Preferential Issue or any other method and for determination of issue price; declaration / recommendation of dividend; issue of convertible securities; proposal for declaration of bonus securities where such proposal forms part agenda of board meeting – Atleast 2 working days in advance, excluding the date of intimation and date of meeting | |
| Prior intimation to Stock Exchange about AGM/EGM or Postal Ballot for obtaining shareholders aproval for further fund raising indicating type of issuance – Atleast 2 working days in advance, excluding the date of intimation and date of meeting | |||
| Alteration in the form or nature of any of the securities or in the rights or priviledges of the holders thereon – Atleast 11 working days in advance of the Board Meeting | |||
| Alteration in the date on which, the interest on debentures or bonds or the redemption amount of redeemable shares or debentures or bonds, shall be payable – Atleast 11 working days in advance of the Board Meeting | |||
| Disclosure of events or information | Regulation 30 | Disclosures to be made within 30 minutes of the closure of the Board Meeting | |
| 1 | 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; | ||
| 2 | Cancellation of dividend with reasons thereof | ||
| 3 | Decision on buyback of securities | ||
| 4 | Decision with respect to fund raising proposed to be undertaken | ||
| 5 | Increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares shall be credited/dispatched | ||
| 6 | 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; | ||
| 7 | Short particulars of any other alterations of capital, including calls | ||
| 8 | Financial results | ||
| 9 | Decision on voluntary delisting by the listed entity from stock exchange(s). | ||
| Regulation 30 | Disclosures to be made as soon as possible and latest within 24 hours of the occurrence of the event | ||
| 1 | Acquiring (including agreement to acquire) control, whether directly or indirectly | ||
| As per SEBI SAST Regulations – “control” includes the right to appoint majority of the directors or to control the management or policy decisions exercisable by a person or persons acting individually or in concert, directly or indirectly, including by virtue of their shareholding or management rights or shareholders agreements or voting agreements or in any other manner: Provided that a director or officer of a target company shall not be considered to be in control over such target company, merely by virtue of holding such position; | |||
| 2 | Acquiring or agreeing to acquire shares or voting rights in, a company, whether directly or indirectly, such that the listed entity holds shares or voting rights aggregating to five per cent or more of the shares or voting rights in the said company | ||
| 3 | Change in holding of shares or voting rights in, a company, whether directly or indirectly, such that the change exceeds two per cent of the total shareholding or voting rights in the said company. | ||
| 4 | Scheme of Arrangement (amalgamation/merger/demerger/restructuring) | ||
| 5 | Sale or disposal of any unit(s), division(s) or subsidiary of the listed entity | ||
| 6 | Issuance or forfeiture of securities, split or consolidation of shares, buyback of securities, any restriction on transferability of securities or alteration in terms or structure of existing securities including forfeiture, reissue of forfeited securities, alteration of calls, redemption of securities etc. | ||
| 7 | Revision in Rating(s). | ||
| 8 | Agreements (viz. shareholder agreement(s), joint venture agreement(s), family settlement agreement(s) (to the extent that it impacts management and control of the listed entity), agreement(s)/treaty(ies)/contract(s) with media companies) which are binding and not in normal course of business, revision(s) or amendment(s) and termination(s) thereof. | ||
| 9 | Fraud/defaults by promoter or key managerial personnel or by the listed entity or arrest of key managerial personnel or promoter. | ||
| 10 | Change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer , Company Secretary etc.), Auditor and Compliance Officer. | ||
| 11 | In case of resignation of the auditor of listed entiy, detailed reasons for resignation of auditor, as given by the said auditor, shall be disclosed by the listed entiy to the stock exchanges as soon as possible but not later than twenty four hours of receipt of such reasons from the auditor. | ||
| 12 | Resignation of independent director including reasons for resignation: In case of resignation of an independent director of the listed entiy, within seven days from the date of resignation, the following disclosures shall be made to the stock exchanges by listed entiy: | ||
| i. Detailed reasons for the resignation of independent directors as given by the said director shall be disclosed by the listed entity to the stock exchanges. | |||
| ii. The independent director shall, along with the detailed reasons, also provide a confirmation that there is no other material reasons other than those provided. | |||
| iii. The confirmation as provided by the independent director above shall also be disclosed by the listed entity to the stock exchanges along with the detailed reasons as specified in sub-clause (i) above. | |||
| 13 | Appointment or discontinuation of share transfer agent. | ||
| 14 | Corporate debt restructuring. | ||
| 15 | One time settlement with a bank. | ||
| 16 | Reference to BIFR and winding-up petition filed by any party / creditors. | ||
| 17 | Issuance of Notices, call letters, resolutions and circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media by listed entiy. | ||
| 18 | Proceedings of Annual and extraordinary general meetings of the listed entiy | ||
| 19 | Amendments to memorandum and articles of association of listed entiy, in brief. | ||
| 20 | Schedule of Analyst or institutional investor meet and presentations on financial results made by listed entiy to analysts or institutional investors | ||
| 21 | Corporate insolvency resolution process (CIRP) of a listed corporate debtor under the Insolvency Code | ||
| Regulation 31A | Reclassification of any person as promoter/public – Disclosure within 24 hours of occurrence of the following events | ||
| Receipt of request for re-classification by the listed entity from the promoters seeking re-classification | |||
| Minutes of the Board Meeting considering such request which would include the views of the board on the request | |||
| Submission of application for re-classification of status as promoter/public by the listed entity to the Stock Exchanges | |||
| Decision of the Stock Exchanges on such application as communicated to the listed entity | |||
| Regulation 30 | Events which shall be disclosed upon application of the guidelines for materiality referred sub-regulation (4) of regulation (30). | ||
| 1 | Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/division. | ||
| 2 | Change in the general character or nature of business brought about by arrangements for strategic, technical, manufacturing, or marketing tie-up, adoption of new lines of business or closure of operations of any unit/division (entirety or piecemeal). | ||
| 3 | Capacity addition or product launch. | ||
| 4 | Awarding, bagging/ receiving, amendment or termination of awarded/bagged orders/contracts not in the normal course of business. | ||
| 5 | Agreements (viz. loan agreement(s) (as a borrower) or any other agreement(s) which are binding and not in normal course of business) and revision(s) or amendment(s) or termination(s) thereof. | ||
| 6 | Disruption of operations of any one or more units or division of the listed entity due to natural calamity (earthquake, flood, fire etc.), force majeure or events such as strikes, lockouts etc. | ||
| 7 | Effect(s) arising out of change in the regulatory framework applicable to the listed entity | ||
| 8 | Litigation(s) / dispute(s) / regulatory action(s) with impact. | ||
| 9 | Fraud/defaults etc. by directors (other than key managerial personnel) or employees of listed entity. | ||
| 10 | Options to purchase securities including any ESOP/ESPS Scheme. | ||
| 11 | Giving of guarantees or indemnity or becoming a surety for any third party. | ||
| 12 | Granting, withdrawal , surrender, cancellation or suspension of key licenses or regulatory approvals. | ||
| Regulation 30 | Any other information/event viz. major development that is likely to affect business, e.g. emergence of new technologies, expiry of patents, any change of accounting policy that may have a significant impact on the accounts, etc. and brief details thereof and any other information which is exclusively known to the listed entity which may be necessary to enable the holders of securities of the listed entity to appraise its position and to avoid the establishment of a false market in such securities. | ||
| Regulation 30 | Any other disclosures of event/information as specified by the Board from time to time. | ||
| Shareholding Pattern | Regulation 31 (1) | Filing of Shareholding Pattern | |
| In case of listing of new securities – 1 day prior to the listing | |||
| On Quarterly Basis – within 21 days of the end of the quarter | |||
| In case of capital restructuring resulting in a change exceeding 2 percent of the total paid up capital – within 10 days of capital restructuring | |||
| Statement of Deviation or Variation | Regulation 32 | Statement of deviations in case of use of proceeds for public issue, rights issue, preferential issue etc. on quarterly basis, till issue proceeds are fully utilised or the purpose achieved for which proceeds raised | |
| Standalone and Consolidated Financial Results | Regulation 33 | Quarterly and Year-to-date Standalone and Consolidated Financial Results – within 45 days of end of quarter | |
| Annual Audited Standalone and Consolidated Financial Results – within 60 days of end of financial year | |||
| Annual Report | Regulation 34 (1) | Submit Annual Report alongwith Notice of AGM – on the day of commencement of dispatch to the shareholders | |
| In case changes in the Annual Report – submit within 48 hours after the AGM | |||
| Annual Information Memorandum | Regulation 35 | Submit Annual Information Memorandum – within so time as specified by SEBI, from time to time | |
| Scheme of Arrangement | Regulation 37 | Obtaining Observation Letter or NOC to the Scheme of Arrangement – before filing Scheme with Tribunal | |
| Loss of Share Certificate / Issue of Duplicate Certificate | Regulation 39 (3) | Details of Loss of Share Certificate / Issue of Duplicate Certificate – within 2 days of getting information | |
| RTA to submit certificate from PCS | Regulation 40(9) | RTA to submit certificate from PCS on share transfer, subdivision, consolidation, renewal, exchange or endorsement of calls/allotment monies
– within 1 month from end of each half year of the financial year |
|
| Record Date | Regulation 42 (2) | Intimation of Record Date for declaration of dividend, issue of rights or bonus shares, issue of shares for conversion of debentures or other convertible security, corporate action like merger, demerger etc. – advance notice of atleast 7 working days (exclude date of intimation and record date) | |
| Disclosure of voting results | Regulation 44 (3) | Disclosure of voting results of general meeting – within 48 hours of conclution of the meeting | |
| Change of name | Regulation 45 (3) | Prior approval from Stock Exchange for change of name | |
| Raising of funds through new non-convertible debt securities or non-convertible redeemable preference shares | Regulation 50 (2) | Intimate the stock exchange(s) prior to the Board Meeting, intention to raise funds through new non-convertible debt securities or non-convertible redeemable preference shares proposed to be listed either through a public issue or on private placement basis | |
| Raising of funds through new non-convertible debt securities or any matter | Regulation 50 (3) | Intimation regarding Board Meeting at which the recommendation or declaration of issue of non convertible debt securities or any other matter affecting the rights or interests of holders of non convertible debt securities or non convertible redeemable preference shares is proposed to be considered – At least two working days in advance, excluding the date of the intimation and date of the meeting | |
| Price sensitive information that shall affect payment of interest or redemption | Regulation 51(1) | The listed entity shall promptly inform the stock exchange(s) of all information having bearing on the performance/operation of the listed entiy, price sensitive information or any action that shall affect payment of interest or dividend of non-convertible preference shares or redemption of non convertible debt securities or redeemable preference shares. | |
| ‘promptly inform’, shall imply that the stock exchange must be informed as soon as practically possible and without any delay and that the information shall be given first to the stock exchange(s) before providing the same to any third party. | |||
| Regulation 51(2) | The listed entity who has issued or is issuing non-convertible debt securities and/or non-convertible redeemable preference shares shall promptly make disclosures as specified in Part B of Schedule III of LODR. | ||
| Half yearly / annual financial results | Regulation 52(4) | While submitting half yearly / annual financial results, disclose the following line items: | |
| (a) credit rating and change in credit rating (if any); | |||
| (b)asset cover available, in case of non convertible debt securities | |||
| (c) debt-equity ratio; | |||
| (d) previous due date for the payment of interest/ dividend for non-convertible redeemable preference shares/ repayment of principal of non-convertible preference shares /non convertible debt securities and whether the same has been paid or not; and, | |||
| (e) next due date for the payment of interest/ dividend of non-convertible preference shares /principal along with the amount of interest/ dividend of non-convertible preference shares payable and the redemption amount; | |||
| (f) debt service coverage ratio; | |||
| (g) interest service coverage ratio | |||
| (h) outstanding redeemable preference shares (quantity and value); | |||
| (i) capital redemption reserve/debenture redemption reserve; | |||
| (j) net worth; | |||
| (k) net profit after tax; | |||
| (l) earnings per share: | |||
| The requirement of disclosures of debt service coverage ratio,asset cover and interest service coverage ratio shall not be applicable for banks or non banking financial companies registered with the Reserve Bank of India | |||
| Also, the requirement of this sub-regulation shall not be applicable in case of unsecured debt instruments issued by regulated financial sector entities eligible for meeting capital requirementsas specified by respective regulators | |||
| Certificate signed by debenture trustee | Regulation 52(5) | Submit a certificate signed by debenture trustee confirming that it has taken note of the contents mentioned in Regulation 52(4) – Within 7 working days of submiting the information under Regulation 52(4) by the listed entity | |
| Security created and maintained with respect to its secured listed NCDs | Regulation 54(2) | Disclose to the stock exchange in quarterly, half-yearly, year-to-date and annual financial statements, as applicable, the extent and nature of security created and maintained with respect to its secured listed non-convertible debt securities. | |
| Timely Payment of Interest and Principal | Regulation 57 (1) | Timely Payment of Interest or Principal or both with respect to non convertible debt securities – within 2 days of payment becoming due | |
| Annual Undertaking about documents and intimations submitted to Debenture Trustees | Regulation 57 (2) | Undertaking that all documents and intimations required to be submitted to Debenture Trustees in terms of Trust Deed and SEBI (Issue and Listing of Debt Securities) Regulations, 2008 have been complied with – on an annual basis | |
| Material modifications | Regulation 59 (1) | The listed entity shall not make the following material modification to non convertible debt securities or non-convertible redeemable preference shares without prior approval of the stock exchange(s) | |
| (a) the structure of the debenture in terms of coupon, conversion, redemption, or otherwise. | |||
| (b) the structure of the non-convertible redeemable preference shares in terms of dividend of non-convertible preference shares payable, conversion, redemption, or otherwise. | |||
| Record date intimation for payment of interest or redemption amount | Regulation 60 (2) | Intimation of record date for purposes of payment of interest, dividend and payment of redemption or repayment amount or for such other purposes as specified by the stock exchange – Advance Notice of at least 7 working days (excluding the date of intimation and the record date) |
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beautifully compiled information. thank you so much for providing such a nice information Mayuri