Summary of SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015

Submission of Compliance Certificate to Stock Exchange certifying 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.

within 1 month of end of each half of the financial year

The listed entity shall 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 documents may be kept in Electronic Mode.

Grievance Redressal Mechanism.

File with a Recognised Stock Exchange 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.

Provision of this chapter applicable to a company which has specified securities listed on RSE either on main board or on SME platform or on institutional trading platform.

CG provisions specified in regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V shall not apply, in respect of –

(a) the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year:

Provided that where the provisions of the regulations specified in this regulation becomes applicable to a listed entity at a later date, such listed Entity shall comply with the requirements those regulations within six months from the date on which the provisions became applicable to the listed entity.

(b) the listed entity which has listed its specified securities on the SME Exchange:

27(2)(b)

Detail of all material transactions with related party shall be disclosed along with this report.

[A transaction with related party shall be considered as material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds 10% of the annual turnover of the listed entity as per the last audited financial statements of the listed entity.]

In case following proposals that to be considered in the Board Meeting:

i. proposal for buyback of securities;

ii. proposal for voluntary delisting by the listed entity from the stock exchange(s);

iii. fund raising by way of further public offer, rights issue, American Depository Receipts/Global Depository Receipts/Foreign Currency Convertible Bonds, qualified institutions placement, debt issue, preferential issue or any other method and for determination of issue price:

iv. Provided that intimation shall also be given in case of any annual general meeting or extraordinary general meeting or postal ballot that is proposed to be held for obtaining shareholder approval for further fund raising indicating type of issuance.

v. 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.

vi. the proposal for declaration of bonus securities where such proposal is communicated to the board of directors of the listed entity as part of the agenda papers:

vii. Provided that in case the declaration of bonus by the listed entity is not on the agenda of the meeting of board of directors, prior intimation is not required to be given to the stock exchange(s).

In case of following proposal:

financial results viz. quarterly, half yearly, or annual, as the case may be;

In case of following proposal:

i. any alteration in the form or nature of any of its securities that are listed on the stock exchange or in the rights or privileges of the holders thereof.

ii. any alteration in the date on which, the interest on debentures or bonds, or the redemption amount of redeemable shares or of debentures or bonds, shall be payable.

30(3)/ 30(4)(ii)

Disclose to the stock exchange(s) of all events, as specified in Part A [Part A includes Para A & Para B] of Schedule III, or information.

*Part A of Schedule III given below at the end.

Disclosure of events specified in Para B of Part A of Schedule III based on policy approved by BoD for determination of materiality.

Formation of Policy for determination of materiality shall be based on following criteria :

(a)the omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly; or

(b)the omission of an event or information is likely to result in significant market reaction if the said omission came to light at a later date;

(c)In case where the criteria specified in sub-clauses (a) and (b) are not applicable, an event/information may be treated as being material if in the opinion of the board of directors of listed entity, the event / information is considered material,

*Part A of Schedule III given below at the end.

In case disclosure made after 24 hrs of occurrence of event or information, along with disclosure provide explanation for delay.

2nd Proviso

Disclosure with respect to events specified in sub-para 4 of Para A of Part A Schedule III

*Part A of Schedule III given below at the end.

Holding of securities & Shareholding Pattern separately for each class of securities.

In case of listing of its securities

1 day prior to listing of its securities

(a) If any, in use of proceeds raised through public issue, right issue, preferential issue, etc from the objects stated in the offer document or explanatory statement to the notice for the general meeting, as applicable;

(b) indicating category wise variation (capital expenditure, sales and marketing, working capital etc.) between projected utilisation of funds made by it in its offer document or explanatory statement to the notice for the general meeting, as applicable and the actual utilisation of funds.

32(3) before submission to stock exchange above statement to SE, it shall be placed before the audit committee for review.

33(3)(a) The listed entity shall submit quarterly and year-to-date standalone financial results to the stock exchange.

33(3)(b)In case the listed entity has subsidiaries, in addition to, the listed entity may also submit quarterly/year-to-date consolidated financial results

33(3)(c) Unaudited financial result shall be accompanied by Limited Review Report.

Audited financial results accompanied by audit report.

*33(2)(a) proviso while placing the financial results before the board of directors, the chief executive officer and chief financial officer of the listed entity shall certify that the financial results do not contain any false or misleading statement or figures and do not omit any material fact which may make the statements or figures contained therein misleading.

33(2)(b)/(d) FR shall be signed by the chairperson or managing director, or a whole time director or in the

absence of all of them; it shall be signed by any other director of the listed entity who is duly authorized by the BoD to sign the FR.

within 45 days of end of each quarter, other than the last quarter.

33(3)(d) to submit with stock exchange audited standalone financial results for the financial year along with the audit report or in case entity having subsidiaries it shall, while submitting annual audited standalone financial results also submit annual audited consolidated financial results along with the audit report and either Form A (for audit report with unmodified opinion) or Form B (for audit report with modified opinion).

33(3)(e) The listed entity shall also submit the audited financial results in respect of the last quarter along-with the results for the entire financial year.

[FR shall be published within 48 hrs of conclusion of Board Meeting in at least one English Language national daily newspaper circulating in the whole or substantially the whole of India and in one daily newspaper published in the language of the region, where the registered office of the listed entity is situated as well also put on website of the company]

Submission of annual report to the stock exchange.

On annual basis submit to stock exchange in the manner specified by Board time to time.

listed entity desirous of undertaking a scheme of arrangement or involved in a scheme of arrangement, shall file the draft scheme of arrangement, proposed to be filed before any Court or Tribunal under sections 391-394 and 101 of the Companies Act, 1956 or under Sections 230-234 and Section 66 of Companies Act, 2013, whichever applicable, with the stock exchange(s)

– for obtaining Observation Letter or No-objection letter, before filing such scheme with any Court or Tribunal, in terms of requirements specified by the Board or stock exchange(s) from time to time.

submit information regarding loss of share certificates and issue of the duplicate certificates, to the stock exchange

Certifying that all certificates have been issued within thirty days of the date of lodgement for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies.

Notice of record date to the stock exchange specifying the purpose of the record date.

42(1) Intimate the record date to the SE for the following purposes:

(a) declaration of dividend;

(b) issue of right or bonus shares;

(c) issue of shares for conversion of debentures or any other convertible security;

(d) shares arising out of rights attached to debentures or any other convertible security

(e) corporate actions like mergers, de-mergers, splits and bonus shares, where stock derivatives are available on the stock of listed entity or where listed entity’s stocks form part of an index on which derivatives are available;

(f) such other purposes as may be specified by the stock exchange(s).

Details regarding the voting results in the format specified by the Board.

The listed entity shall 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 documents may be kept in Electronic Mode.

Explanation

[“material subsidiary” shall mean a subsidiary, whose income or net worth exceeds 20% of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.]

BoD shall lay down a code of conduct for all members of BoD and senior management of the listed entity.

17(9)(b)

Lay down the procedures to inform BoD about risk assessment and minimization procedures.

BoD shall frame, implement and monitor the risk management plan.

The listed entity shall formulate a vigil mechanism.

A transaction with related party shall be considered as material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds 10% of the annual turnover of the listed entity as per the last audited financial statements of the listed entity.

Frame a policy for determination of materiality based on specified in 30(4)(i) i.e.

(a)the omission of an event or information, which is likely to result in discontinuity or alteration of event or information already available publicly; or

(b)the omission of an event or information is likely to result in significant market reaction if the said omission came to light at a later date;

(c)In case where the criteria specified in sub-clauses (a) and (b) are not applicable, an event/information may be treated as being material if in the opinion of the board of directors of listed entity, the event / information is considered material, duly approved by BOD, which shall be disclose on website of the Company.

30(5) 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.

Fees or Compensation paid to Non executive directors, including independent directors.

SR not required in case of payment of sitting fees to non executive director within the limit prescribed under Companies Act 2013.

SR required for stock option granted to non executive directors and it shall specify the limits for the maximum number of stock options that may be granted to non executive director, in any Financial Year and in aggregate.

23(7)

For the purpose of this regulation, all entities falling under the definition of related party shall abstain from voting irrespective of whether the entity is a party to a particular transaction or not.

Special Resolution:

Selling, disposing and leasing of assets amounting to more than 20% of the assets of the material subsidiary on an aggregate basis during a financial year require prior approval of shareholders by way of SR, unless sale/disposal/lease is made under a scheme of arrangement duly approved by a court/ tribunal.

[“material subsidiary” shall mean a subsidiary, whose income or net worth exceeds 20% of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.]

31A(5)(c)

Such promoters and their relatives shall not act as key managerial person for a period of more than three years from the date of shareholders’ approval:

Provided that the resolution of the said shareholders’ meeting must specifically grant approval for such promoter to act as key managerial person.

31A(6)(ii)

The promoters seeking reclassification and their relatives may act as key managerial personnel in the entity only subject to shareholders’ approval and for a period not exceeding three years from the date of shareholders’ approval.

The chief executive officer and the chief financial officer shall provide the compliance certificate to the board of directors as specified in Part B of Schedule II.

PART B: COMPLIANCE CERTIFICATE

[See Regulation 17(8)]

The following compliance certificate shall be furnished by chief executive officer and chief financial officer:

A. They have reviewed financial statements and the cash flow statement for the year and that to the best of their knowledge and belief:

(1) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(2) these statements together present a true and fair view of the listed entity’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

B. There are, to the best of their knowledge and belief, no transactions entered into by the listed entity during the year which are fraudulent, illegal or violative of the listed entity’s code of conduct.

C. They accept responsibility for establishing and maintaining internal controls for financial reporting and that they have evaluated the effectiveness of internal control systems of the listed entity pertaining to financial reporting and they have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies.

D. They have indicated to the auditors and the Audit committee

(1) significant changes in internal control over financial reporting during the year;

(2) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(3) instances of significant fraud of which they have become aware and the involvement therein, if any, of the management or an employee having a significant role in the listed entity’s internal control system over financial reporting.

The chairperson of the audit committee shall be an independent director and he shall be present at Annual general meeting to answer shareholder queries.

The quorum for audit committee meeting shall either be two members or one third of the members of the audit committee, whichever is greater, with at least two independent directors.

Audit committee may grant omnibus approval for related party transactions proposed to be entered into by the listed entity for a period not exceeding one year and shall require fresh approvals after the expiry of one year.

A person shall not serve as an independent director in more than 7 listed entities:

Provided that any person who is serving as a whole time director in any listed entity shall serve as an independent director in not more than three listed entities.

A director shall not be a member in more than 10 committees or act as chairperson of more than 5 committees across all listed entities in which he is a director which shall be determined as follows:

(a) the limit of the committees on which a director may serve in all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under Section 8 of the Companies Act, 2013 shall be excluded;

(b) for the purpose of determination of limit, chairpersonship and membership of the audit committee and the Stakeholders’ Relationship Committee alone shall be considered.