M & A CritiqueOn 2nd September 2015, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was notified by SEBI.
These compliances as mentioned below are only related to entities whose specified securities are listed on stock exchange and do not include compliances relating to non-convertible debt securities, non-convertible redeemable preference shares, securitised debt instruments, mutual funds and IDR. We have also given clause numbers of listing agreement for easy understanding.
SEBI through the Listing Regulations though has made a sincere effort in consolidating the different Listing Agreements and bringing them under one
Umbrella and also getting a statutory recognition and enforceability. The stakeholders especially the professionals, particularly who would be responsible for ensuring the compliances under the Regulations would really need to gear up.
Following are the compliances / obligations for listed entities whose specified securities (Equity shares and convertible securities) are listed on the
Stock exchanges:-
Regulation 7 (3) – Compliance Certificate | The listed entity shall submit a compliance certificate to the 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 within one month of the end of each half of the financial year .In case of any change or appointment of a new share transfer agent, the listed entity shall enter into a tripartite agreement between the existing share transfer agent, the new transfer agent and the listed entity. |
Regulation 13(3) – Grievance Redressal Mechanism | The listed entity shall file with the recognized stock exchange Statement of Investor Complaints within 21 Days of the end of the Quarter. The statement shall be placed before the Board of Directors on a quarterly basis. |
Regulation 27 (2) –(Clause 49 of Listing Agreement) | The listed entity shall submit Corporate Governance Report within 15 Days of the end of the Quarter. Not Applicable to SME and Listed entities having less than 10 Cr paid up or net worth not exceeding 25 Cr. as on the last date of the previous financial year. |
Regulation 30(6) – Disclosure of events or information(Clause 36 of Listing Agreement- disclosure of price sensitive information) | Disclosure of events or information as specified in Part Aof Schedule III, or information, as soon as reasonably possible and not later than twenty-four (24) hours from the occurrence of event or information.
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Regulation 32-Statement of Deviation or Variations (Clause 43 of Listing Agreement) utilisation of funds raised | In case of right issue, public issue, preferential issue etc. indicating deviations, in the use of proceeds from the objects stated in the offer document or explanatory statement to the notice of the general meeting, as applicable and 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 of the general meeting, as applicable and the actual utilisation of funds. Quarterly basis and shall be continued to be given till such time the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been achieved.
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Regulation 33-Financial Results (previously Clause 41 of Listing Agreement) |
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Regulation 34 and 36- Annual Report | The listed entity shall submit the annual report to the holders of securities not less than twenty-one days before the annual general meeting. And to the stock exchange within twenty-one working days after approval at the meeting. |
Regulation 37- Draft scheme of Arrangement | The listed entity shall file draft scheme of arrangement proposed to be filed before any court or tribunal with Stock Exchange for obtaining OBSERVATION LETTER or NO OBJECTION LETTER from the stock exchange(s).The validity of such observation letter shall be six months from the date of issuance. |
Regulation 39- Issuance of Certificates or Receipts/ Letters/ Advice for securities and dealing with unclaimed securities. | The listed entity shall submit information regarding loss of share certificates and issue of the duplicate certificates, to the stock exchange within two days of its getting information. |
Regulation 42 –(Clause 16 of Listing Agreement) | Intimation of Record Date or Date of closure of transfer books in advance of at least seven working days. The listed entity shall ensure the time gap of at least thirty days between two record dates. |
Regulation 44 – Voting by shareholders | The listed entity shall submit to the stock exchange details regarding the voting results of the General meeting in the format specified by the Board Within forty-eight hours of the conclusion of its General Meeting. |
Regulation 55A –SEBI (Depositories and Participants) Regulations, 1996 | Reconciliation of Share Capital Audit Report within 30 Days of the end of the Quarter. |
Regulation 29- Prior intimations
Board Meeting Intimation for :-
| Sr. No | Particular actions | Time period in advance.At least |
| 1. | buyback, delisting, fund raising, declaration of dividend and declaration of bonus | 2 days |
| 2. | Approval of financial results (quarterly, half-yearly or annually) and Closing of Trading Window | 5 days |
| 3. | For any alteration in form or nature of its securities or in the rights or privileges of shareholders. | 11 days |
| 4. | For any alteration in the date of which, the interest on debentures or bonds, or the redemption amount of redeemable shares or of debentures or bonds, shall be payable | 11 days |
Regulation 31 – Holding of specified securities and shareholding pattern. (Clause 35 of Listing Agreement)
The listed entity shall submit to the stock exchange(s) a statement showing Shareholding Pattern –
| on listing of shares -1 day prior | quarterly –Within 21 Days | Capital restructuring Within 10 days if the change exceeds 2% of total paid up share capital. |
In a case of listed entities on SME Exchange, the above statements shall be submitted on a half yearly basis within twenty-one days from the end of each half year.
