CS Chintan Doshi

CS Chintan DoshiSummary notes on

Chapter lll- Common Obligations of Listed Entities &

Chapter IV- Obligations of listed entity which has listed its specified securities means ‘equity shares’ and ‘convertible securities’.

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

Regulation No. Particulars Signed by Time limit
Chapter lll- Common Obligations of Listed Entities
7(3)/ 7(2)

 

RTA

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.

Both the compliance officer of the listed entity and the authorized representative of the share transfer agent, wherever applicable.

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

 

7(5) & 7(6) Any change or appointment of a new share transfer agent.

 

Intimation to Stock Exchange within 7 days of the Agreement.
Shall be placed before the board of directors in subsequent meeting.
9. Preservation of Documents.

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.

13

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.

 

Within 21 days of the end of the each quarter.

 

Same statement shall be placed before the Board of Director quarterly.
Chapter IV: Obligations of listed entity which has listed its specified securities i.e. equity or convertible securities.
15(1) Applicability

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.

15(2) Applicability of Corporate Governance (CG) Provisions.

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:

Disclosure / Submission to Stock Exchanges
27(2)(a)

 

 

27(2)(b)

Quarterly compliance report on Corporate governance.

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.]

Either by compliance officer or the chief executive officer of the listed entity. Within 15 days from close of the quarter.
29 Prior Intimation to SE about Board Meeting

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).

At least 2 working days in advance, excluding the date of the intimation and date of meeting.
29 Prior Intimation to SE about Board Meeting

In case of following proposal:

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

At least 5 working days in advance, excluding the date of the intimation and date of meeting.
[Notice shall be published 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]
29(3) Prior Intimation to SE about Board Meeting

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.

At least 11 working days in advance, excluding the date of the intimation and date of meeting.
30(6)

 

 

 

 

 

 

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

Disclosure of events or information

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.

Not later than 24 hrs of occurrence of event or information.

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

30(6)

2nd Proviso

Outcome of Board Meeting

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.

Within 30 minutes of the conclusion of Board Meeting.
31(1)

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

Quarterly basis Within 21 days from the end of each quarter
Any capital restructuring resulting in a change exceeding 2% of the total paid up share capital Within 10 days of capital restructuring.
31A(7)(c ) The event of re-classification shall be disclosed to the stock exchanges as a material event in accordance with the provisions of these regulations. i.e within 24 hrs of occurrence of the event
32(1) Statement indicating deviation(s) or Variation(s)

(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.

Submission quarterly basis to the stock exchange till such time the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been achieved.
33 Financial Results.

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.

Within 60 days from the end of the financial year
33(3)(f) The listed entity shall also submit as part of its standalone or consolidated financial results, by way of a note, a statement of assets and liabilities as at the end of the half-year. Half yearly submission.
Publishing in newspaper and on website of the Company.

[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]

34(1) Annual Report

Submission of annual report to the stock exchange.

Within 21 working days of it being approved and adopted in the annual general meeting
35 Annual Information Memorandum

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

37(1) Draft scheme of Arrangement & Scheme of Arrangement.

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.

39(3) Loss of share certificate and issue of duplicate share certificate.

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

within 2 days of getting its information.
40(9)/40(10) Certificate from PCS [Half yearly]

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.

Within 1 month of the end of each half financial year.
42(2) Record Date

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).

At least 7 days in advance excluding the date of intimation and the record date
44(3) Voting by shareholders

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

Within 48 hrs of the conclusion of General Meeting.

Policies/ mechanism to be formulated by listed entities as per LODR, 2015.

Regulation No. Particulars – Policies
9 Policy for Preservation of Documents.

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.

16(1)(C)

Explanation

Formulate a policy determining ‘material’ subsidiary.

[“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.]

17(5) Code of conduct:

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

17(9)(a)

 

 

 

 

17(9)(b)

Risk management :

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

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

22(1) Vigil Mechanism:

The listed entity shall formulate a vigil mechanism.

23(1) Policy on materiality of related party transaction and on dealing with related party transactions.

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.

30(4)(ii) Disclosure of events or information.

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.

Shareholders’ Approval

Regulation No. Particulars
17(6)(a) Special Resolution:(SR):

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(4)

 

 

23(7)

 

 

All material related party transactions shall require approval of the Shareholders through resolution.

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.

24 Corporate Governance requirements with respect to subsidiary of listed entity.

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) When a new promoter replaces the previous promoter subsequent to an open offer or in any other manner, re-classification may be permitted subject to approval of shareholders in the general meeting and compliance with the conditions as specified in this regulation.

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) Where an entity becomes professionally managed and does not have any identifiable promoter the existing promoters may be re-classified as public shareholders subject to approval of the shareholders in a general meeting.

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.

Other Points:

Regulation no. Particular
17(8) Compliance certificate from CEO & CFO

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.

18(1)(d) Audit Committee

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

18(2)(b) Audit Committee

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.

23(3)(e) Approval of Audit Committee to RPT

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.

25(1) Maximum no. of Co. in which person can act as Independent Director

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.

26(1) Maximum no. of Committee in which director can act as a member or as a Chairman

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.

36(2) Send annual report to holders of securities, not less than 21 days before the Annual General Meeting.
40(3) Transfer of securities
On receipt of proper documentation, the listed entity shall register transfers of its securities in the name of the transferee(s) and issue certificates or receipts or advices, as applicable, of transfers; or issue any valid objection or intimation to the transferee or transferor, as the case may be, within a period of 15 days from the date of such receipt of request for transfer: Transmission of Securities
listed entity shall ensure that transmission requests are processed for securities held in dematerialized mode and physical mode within 7 days and 21 days respectively, after receipt of the specified documents:

Regulation 46 Website:

46(2) The listed entity shall disseminate the following information on its website:

(a) details of its business;

(b) terms and conditions of appointment of independent directors;

(c) composition of various committees of board of directors;

(d) code of conduct of board of directors and senior management personnel;

(e) details of establishment of vigil mechanism/ Whistle Blower policy;

(f) criteria of making payments to non-executive directors , if the same has not been disclosed in annual report;

(g) policy on dealing with related party transactions;

(h) policy for determining ‘material’ subsidiaries;

(i) details of familiarization programmes imparted to independent directors including the following details:-

(i) number of programmes attended by independent directors (during the year and on a cumulative basis till date),

(ii)number of hours spent by independent directors in such programmes (during the year and on cumulative basis till date), and

(iii) other relevant details

(j) the email address for grievance redressal and other relevant details;

(k) contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances;

(l) financial information including:

(i) notice of meeting of the board of directors where financial results shall be discussed;

(ii)financial results, on conclusion of the meeting of the board of directors where the financial results were approved;

(iii) complete copy of the annual report including balance sheet, profit and loss account, directors report, corporate governance report etc;

(m) shareholding pattern;

(n) details of agreements entered into with the media companies and/or their associates, etc;

(o) schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange;

(p) new name and the old name of the listed entity for a continuous period of one year, from the date of the last name change;

(q) items in sub-regulation (1) of regulation 47 i.e Board Meeting Notice where financial result shall be discussed; Financial Result; Statement of variation/ deviation as specified in sub regulation 32(1) on quarterly basis after review by audit committee; Notice given to shareholders .

47. Advertisement in newspaper

(1) The listed entity shall publish the following information in the newspaper:

(a)notice of meeting of the board of directors where financial results shall be discussed

(b) financial results, as specified in regulation 33, along-with the modified opinion(s) or reservation(s), if any, expressed by the auditor:

Provided that if the listed entity has submitted both standalone and consolidated financial results, the listed entity shall publish consolidated financial results along-with (1) Turnover, (2) Profit before tax and (3) Profit after tax, on a stand-alone basis, as a foot note; and a reference to the places, such as the website of listed entity and stock exchange(s), where the standalone results of the listed entity are available.

(c)statements of deviation(s) or variation(s) as specified in sub-regulation (1) of regulation 32 on quarterly basis, after review by audit committee and its explanation in directors report in annual report;

(d) notices given to shareholders by advertisement.

published 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

SCHEDULE III

PART A: DISCLOSURES OF EVENTS OR INFORMATION: SPECIFIED SECURITIES [See Regulation 30]

The following shall be events/information, upon occurrence of which listed entity shall make disclosure to stock exchange(s):

A. Events which shall be disclosed without any application of the guidelines for materiality as specified in sub-regulation (4) of regulation (30):

1. Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring), or sale or disposal of any unit(s), division(s) or subsidiary of the listed entity or any other restructuring.

Explanation.- For the purpose of this sub-para, the word ‘acquisition’ shall mean,-

(i) acquiring control, whether directly or indirectly; or,

(ii) acquiring or agreeing to acquire shares or voting rights in, a company, whether directly or indirectly, such that –

(a)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, or;

(b)there has been a change in holding from the last disclosure made under sub-clause (a) of clause (ii) of the Explanation to this sub-para and such change exceeds two per cent of the total shareholding or voting rights in the said company.

2. 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.

3. Revision in Rating(s).

4. Outcome of Meetings of the board of directors: The listed entity shall disclose to the Exchange(s), within 30 minutes of the closure of the meeting, held to consider the following:

a) 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;

b) any cancellation of dividend with reasons thereof;

c) the decision on buyback of securities;

d) the decision with respect to fund raising proposed to be undertaken

e) increase in capital by issue of bonus shares through capitalization including the date on which such bonus shares shall be credited/dispatched;

f) 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;

g) short particulars of any other alterations of capital, including calls;

h) financial results;

i) decision on voluntary delisting by the listed entity from stock exchange(s).

5. 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.

6. Fraud/defaults by promoter or key managerial personnel or by listed entity or arrest of key managerial personnel or promoter.

7. Change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer , Company Secretary etc.), Auditor and Compliance Officer.

8.Appointment or discontinuation of share transfer agent.

9. Corporate debt restructuring.

10.One time settlement with a bank.

11.Reference to BIFR and winding-up petition filed by any party / creditors.

12.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 the listed entity.

13.Proceedings of Annual and extraordinary general meetings of the listed entity.

14.Amendments to memorandum and articles of association of listed entity, in brief.

15.Schedule of Analyst or institutional investor meet and presentations on financial results made by the listed entity to analysts or institutional investors;

B. 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.

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