Securities and Exchange Board of India (SEBI) by exercising its power under 11(1) and 11A of the Securities and Exchange Board of India Act, 1992 issued a circular dated 13th October, 2015 for uniform format of listing agreement incorporating revised disclosures and regulatory requirements applicable for listed entities. Existing requirement of executing a listing agreement with the Stock Exchange is specified under different regulations, the details of which are given in tables below.
|Type of Securities||Regulation||Regulation No.|
|Specified Securities (Equity & Convertible Securities on Main Board or SME or ITP) or Indian Depository Receipts||Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (“ICDR”)||Regulation 109|
|Non-Convertible Debt Securities||Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (“ILDS”)||Regulation 19A|
|Non-Convertible Redeemable Preference Shares||Securities and Exchange Board of India(Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013 (“NCRPS”)||Regulation 16A|
|Securitised Debt Instruments||Securities and Exchange Board of India (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008 (“SDI”)||Regulation 35A|
|Mutual Funds||Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 (“MF”)||Regulation 31B|
New format of listing agreement is uniform across all types of non-convertible debt securities, non-convertible redeemable preference share, securitised debt instruments, mutual fund, Indian depository receipts (IDRs) and specified securities being equity and convertible securities on main board, SME platform or Institutional Trading Platforms.
With the new format of listing agreements the provisions of Companies act, 2013 are now being aligned with the requirements of listing agreements under SEBI
According to circular, A listed entity which has previously executed a listing agreement with a recognised stock exchange is required to execute a fresh listing agreement with such recognised stock exchange within 6 months from the date of notification of Security and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (Listing Regulations) i.e. September 2, 2015.
Impact on Legal Stands
Where any action taken or purported to have been done or taken be SEBI or stock exchanges, inquiry or investigation commenced or show cause notices in respect of existing listing agreement shall be deemed to have been done or taken under the corresponding provision of the listing regulations in force.
(The above article is contributed / compiled by Vipin Chaurasia having professional and academic interests in SEBI, Listing agreement, IPOs, IFRS areas. He can be approached at [email protected] or Ph no. +91-97 17 748196)