LISTING REGULATIONS - PRACTIONERS VIEW - PowerPoint Presentation

1. LISTING REGULATIONS -PRACTIONERS VIEWShailashri Bhaskar

2. INTRODUCTIONNOTIFIED ON SEPTEMBER 02, 2015EFFECTIVE FROM DECEMBER 01 2015, EXCEPT FOR TWO PROVISIONSTO COVER ALL SECURITIES EQUITY SHARES, SME SEGMENT, DEBT SECURITIES, UNITS OF MUTUAL FUNDS, CIS UNITS, IDRs, SECURITISED DEBT INSTRUMENTSLISTING AGREEMENT REDUCED TO A SIMPLIFIED DOCUMENT TO BE EXECUTED BY LISTED COMPANIES

3. PRINCIPLESON DISCLOSURE OF INFORMATIONT A A R PRINCIPLE, WHILE LAYING STRESS ON EQUITABLE AND COST EFFECTIVE CHANNELSON CORPORATE GOVERNANCEPROTECTION OF THE INTERESTS OF THE MINORITY SHAREHOLDERS BY PERMITTING PARTICIPATION AND PROVIDING EASE OF PARTICIPATION, WHILE ALSO LAYING STRESS ON PREVENTION OF ABUSIVE CONTROL BY MAJORITY SHAREHOLDERSRESPONSIBILITIES OF THE BOARDMINUTES TO BE RECORDED EXPLICITLY, INCLUDING DISSENTING OPINIONS

4. ROLE OF THE COMPANY SECRETARYAS A COMPLIANCE OFFICERMUST BE RESPONSIBLE FOR COMPLYING WITH ALL REGULATORY PROVISIONSCO-ORDINATE WITH SEBI, STOCK EXCHANGE AND THE DEPOSITORIES WITH REGARD TO COMPLIANCE OF THE RULES, REGULATIONS AND OTHER DIRECTIVES OF THESE AUTHORITIESENSURE CORRECT PROCEDURES ARE FOLLOWED AND THE CORRECTNESS, AUTHENTICITY AND ADEQUACY OF ALL DISCLOSURES MADE AND REPORTS FILEDEMAIL ADDRESS OF THE INVESTOR GRIEVANCE DIVISION – TO BE MONITORED SO AS TO ENSURE THAT THE COMPLAINTS ARE REGISTERED AND REDRESSED

5. TO EVOLVE A POLICY FOR PRESERVATION OF DOCUMENTSPERMANENT IN NATURE IDENTIFY THEMUNDER SEBI REGULATIONS UNDER OTHER ACTS / REGULATIONS / CIRCULARSOTHERSTO PRESERVE FOR A PERIOD OF 8 YEARS

6. FILING OF INFORMATIONTO BE FILED ONLY IN ELECTRONIC MODE WITH THE STOCK EXCHANGEIN SUCH MANNER AS MAY BE SPECIFIED BY SEBI AND THE STOCK EXCHANGETO PUT NECESSARY INFRASTRUCTURE IN PLACE

7. CORPORATE GOVERNANCE ( REGULATION 17 TO 27)THE NOTABLE CHANGE IS THE REQUIREMENT OF QUORUM FOR AUDIT COMMITTEE1/3RD OR 2 MEMBERS WHICHEVER IS GREATER AND 2 MEMBERS SHALL BE INDEPENDENTTHE OTHER CHANGE IS THE PASSING OF ORDINARY RESOLUTION FOR MATERIAL RELATED PARTY TRANSACTIONS

8. PRIOR INTIMATION OF BOARD MEETINGS – REGULATION 29DATE OF MEETING AND DATE OF INTIMATION TO BE EXCLUDEDFOR INTIMATION ABOUT MEETING REGARDING FINANCIAL RESULTS – 5 DAYS IN ADVANCE, THE DATE OF INTIMATION AND THE DATE OF MEETING TO BE EXCLUDED. DATE OF MEETING TO BE INTIMATED IN THE PRIOR INTIMATION

9. REGULATION 30 – PRESCRIPTIVE IN NATUREDISCLOSURE OF EVENTS AND INFORMATIONPARA A OF PART A OF SCHEDULE III – TO DISCLOSE WITHOUT APPLYING THE TEST OF MATERIALITYPARA B OF PART A OF SCHEDULE III – TO DISCLOSE AFTER APPLYING THE TEST OF MATERIALITYWHEN MATERIALOMISSION LEADS TO ALTERATION OR DISCONTINUITY IN INFORMATION AVAILABLE IN THE MARKETOMISSION OF INFORMATION LEADS TO A SIGNIFICANT MARKET REACTION, WHEN THE INFORMATION COMES TO LIGHT LATERSUITABLE POLICY ON DECIDING MATERIALITY OF INFORMATION TO BE DRAWN UP. TO BE DISCLOSED ON THE WEBSITE

10. TO IDENTIFY A KEY MANAGEMENT PERSON WHO SHALL BE RESPONSIBLE FOR DETERMINING MATERIALILTY AND DISCLOSURE OF THE INFORMATIONDISCLOSE ALL EVENTS AS PER PART A WITHIN 24 HOURS OF THE OCCURRENCE TO THE STOCK EXCHANGE.OUTCOME OF BOARD MEETINGS – WITHIN 30 MINUTES OF CONCLUSION OF BOARD MEETINGTO KEEP THE EVENT UPDATED UNTIL IT IS FINALLY RESOLVEDTO HOST THE SAME INFORMATION ON THE WEBSITE FOR A PERIOD OF 5 YEARS AND AFTER WHICH THE SAME MAY BE ARCHIVED – ARCHIVAL POLICY SHALL ALSO BE DISCLOSED

11. TO GIVE INFORMATION REGARDING MATERIAL SUBSIDIARYTO PROVIDE REPLIES TO ALL QUERIES RAISED BY STOCK EXCHANGES WITH RESPECT TO ANY EVENT LISTED ENTITY MAY ON ITS OWN INITIATIVE CONFIRM OR DENY ANY EVENT TO THE STOCK EXCHANGECAN ALSO REPORT ANY INFORMATION WHICH IS NOT SPECIFIED BUT WHICH MAY HAVE A MATERIAL IMPACT

12. PARA A OF PART A OF SCHEDULE IIIANY ACQUISITION, INCLUDING AN AGREEMENT TO ACQUIRE, AMALGAMATION, MERGER, SALE OF ANY UNIT OR SUBSIDIARY OF THE LISTED ENTITY, DEMERGER/ RESTRUCTURINGACQUISITION IS ACQUIRING CONTROL OR ACQUIRING 5% OR MORE OF THE SHARES OR VOTING RIGHTS OR CHANGE BY 2% OR MORE IF ALREADY HOLDINGEXAMPLE – KLG SECURITIES – SCOUTING FOR TAKEOVER

13. ISSUANCE OF SECURITIESTYPE OF ISSUE, NUMBER OF SECURITIES, PRICE, NUMBER OF SHARES, PREFERENTIAL ISSUE, BONUS ISSUEWHAT ABOUT WITHDRAWAL OF THE ISSUE ? – TO BE DISCLOSED??FCCB/GDR/ADR ISSUEDEBT SECURITIES TENURE, COUPON RATE, SIZE, DELAY IN PAYMENT OF INTEREST OR REPAYMENT OF PRINCIPAL

14. SPLIT / CONSOLIDATIONRATIO, RATIONALE, PRE AND POST SHARE CAPITAL, CLASS OF SHARES WHICH IS AFFECTED,NUMBER OF SHARES POST AND PRE SPLITBUY BACKNUMBER, PRICE, ACTUAL SECURITIES BOUGHT BACK AND THE PRE& POST SHAREHOLDING PATTERNRESTRICTION OF TRANSFERABLITY OF SHARESAUTHORITY, REASON, NUMBER OF SHARES AFFECTED, PARTIES AFFECTED, TIME PERIOD AND DISTINCTIVE NUMBERS

15. REVISION OF RATINGSOUTCOME OF BOARD MEETINGS – TO CONTAIN THE TIME OF COMMENCEMENT AND CONCLUSION OF MEETING, WITHIN HALF AN HOUR OF CONCLUSION OF MEETINGDIVIDENDSBUYBACKINCREASE IN CAPITALREISSUE OF FORFEITED SHARESFINANCIAL RESULTSVOLUNTARY DELISTING

16. AGREEMENTS, INCLUDING FAMILY SETTLEMENT AGREEMENTS AND MEDIA COMPANIESFRAUD OR DEFAULT BY PROMOTER OR KMP OF ANY LISTED ENTITY OR ARRESTAT THE TIME OF OCCURRENCE NATURE, ESTIMATED IMPACT AND PERSONS INVOLVED AND WHETHER THE FRAUD HAS BEEN REPORTEDSUBSEQUENTLYACTUAL AMOUNT INVOLVED , ACTUAL IMPACT AND CORRECTIVE MEASURESARREST OF JHANVI GHATKAR / SUMMON OF KMP - RELIANCE

17. CHANGE IN COMPANY SECRETARY, AUDITOR AND COMPLIANCE OFFICERREASON, DATE OF CHANGE, BRIEF PROFILE AND RELATIONSHIP TO PROMOTERSCHANGE IN SHARE TRANSFER AGENTCORPORATE DEBT RESTRUCTURINGONE TIME SETTLEMENTREASONS AND SUMMARY

18. REFERENCE TO BIFR AND WINDING UP PETITIONREASONS AND IMPACTNOTICES, CALL LETTERS SENT TO SHAREHOLDERS, DEBENTURE HOLDERS AND CREDITORSPROCEEDINGS OF AGMs AND EGMsDATE OF MEETING, DETAILS OF ITEMS DELIBERATED AND MANNER OF APPROVAL PROPOSEDAMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATIONANALYSIS OF INSTITUTIONAL INVESTOR MEET AND PRESENTATION MADE TO THE INSTITUTIONAL INVESTORS – PRACTICAL DIFFICULTIES

19. PARA BCOMMENCEMENT OR POSTPONEMENT OF DATE OF COMMENCEMENT OF COMMERCIAL PRODUCTIONCHANGE IN GENERAL CHARACTER OF BUSINESSA JOINT VENTURE OR AN ARRANGEMENTADOPTION OF A NEW LINE OF BUSINESSCLOSURE OF ANY OPERATION

20. CAPACITY ADDITION OR A PRODUCT LAUNCHAWARDING, BAGGING OR RECEIVING ANY ORDER OR AMENDMENT OR TERMINATION TO THE AWARD OR CONTRACTANY AGREEMENT WHICH IS BINDING BUT WHICH IS NOT IN THE NORMAL COURSE OF BUSINESS AND REVISION OR TERMINATION TO THIS AGREEMENT

21. DISRUPTION TO OPERATIONS IN ONE OR MORE UNITS DUE TO NATURAL CALAMITY OR DUE TO EVENTS LIKE STRIKES, LOCKOUTS ETCAT THE TIME OF OCCURRENCEEXPECTED QUANTUM OF DAMAGE, WHETHER LOSS / DAMAGE IS INSURED, IMPACT ON THE PRODUCTION AT REGULAR INTERVALS, TILL COMPLETE NORMALCY IS RESTOREDINSURANCE AMOUNT CLAIMED AND REALISED, THE ACTUAL AMOUNT OF DAMAGE CAUSED DUE TO THE NATURAL CALAMITY AND STEPS TAKEN TO RESTORE NORMALCYWHEN WILL THEY BECOME AWARE????

22. EFFECT DUE TO CHANGE IN REGULATORY FRAMEWORKLITIGATION / DISPUTE / REGULATORY ACTION AT THE TIME OF BECOMING A PARTYTILL THE LITIGATION IS CONCLUEDED OR RESOLVED AT REGULAR INTERVALSNDTV CASE – ON INCOME TAX DEMANDFRAUDS / DEFAULTS BY DIRECTORS ( OTHER THAN KMP)

23. PARA C AND DANY CHANGE IN TECHNOLOGY, PATENT OR NEW LAW WHICH IS LIKELY TO HAVE AN IMPACT ON THE PRODUCTIONANY OTHER WHICH THE COMPANY CONSIDERS MATERIALACCUSED OF PLANTING INFORMATION ???

24. RECORD DATE – REGULATION 42SEVEN WORKING DAYS PRIOR NOTICEGAP OF 30 DAYS BETWEEN TWO RECORD DATESBOOK CLOSURE ONLY FOR PHYSICAL SHAREHOLDERS

25. FUNCTIONAL WEBSITE – REGULATION 46NAME OF THE COMPANY BUSINESS OF THE COMPANY TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORSCOMPOSITION OF ITS BOARD AND COMMITTEESCODE OF CONDUCTVIGIL MECHANISMFAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORSNUMBER OF HOURS ATTENDED AND THE NUMBER OF PROGRAMSPOLICY FOR DETERMINING MATERIAL SUBSIDIARIESCONTACT DETAILS OF OFFICER HANDLING INVESTOR GRIEVANCEDEDICATED EMAIL FOR GRIEVANCE REDRESSALFINANCIALSSHAREHOLDING PATTERNNEW NAME AND OLD NAME FOR A PERIOD OF ONE YEARPOLICY ON DEALING WITH RELATED PARTY TRANSACTIONSAGREEMENTS WITH MEDIA COMPANIESMATERIAL PRICE SENSITIVE INFORMATION – POLICYINSTITUTIONAL INVESTORS MEET OR PRESENTATIONS MADE TO ANALYSTS

26. ADVERTISEMENT IN NEWSPAPERSNOTICE OF BOARD MEETING WHERE FINANCIALS WILL BE DISCUSSED – IMMEDIATELY ON DISCLOSURE TO STOCK EXCHANGEFINANCIAL RESULTS – WITHIN 48 HOURS STATEMENT OF DEVIATION AND VARIATIONIN ONE ENGLISH AND VERNACULAR DAILYREFERENCE TO THE WEBSITE WHERE FULL DETAILS WILL BE AVAILABLE

27. THANK YOU