www.carajput.com; UPDATES

SUMMARY ABOUT THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (LISTING REGULATIONS)

Applicability of SEBI (listing obligations and disclosure requirements) Regulations, 2015:

SEBI Listing Regulations are apply to the listed entity who has listed any the following designated securities on recognised stock exchange(s):

1. Indian depository receipts;
2. Securitized debt instruments and
3. Units issued by mutual fund
4. Specified securities listed on the main board or SME Exchange or Institutional Trading Platform;
5. Non-Convertible Debt Securities, NonConvertible Redeemable Preference Shares, perpetual debt instrument, perpetual non-cumulative preference shares;

Effective Date from : SEBI Listing Regulations shall come into force on the ninetieth day from date of publication in the official gazette i.e. 1 December 2015.

However, the following two provisions shall be applicable with immediate effect i.e. 2 September 2015:

• Passing of ordinary resolution instead of special resolution in case of all material related party transactions subject to related parties abstaining from voting on such resolutions
• Re-classification of promoters as public shareholders under various circumstances

THE MAIN FEATURES OF THESE REGULATIONS ARE AS FOLLOWS:

Time Limit : Time Limit to comply & implementing the SEBE Regulations – Ninety days

Common obligations applicable to all listed entities: Obligations which are common to all listed entities have been enumerated.  These include general obligation of compliance of listed entity, appointment of common compliance officer, filings on electronic platform, mandatory registration on SCORES, etc.

In order to ensure that there is no overlapping or confusion on the applicability of these regulations, pre-listing requirements have been incorporated in respective regulations and post-listing requirements have been incorporated in Listing Regulations.

Obligations which are applicable to specific types of securities: Obligations which are applicable to specific types of securities have been incorporated in separate chapters.

Single Document: The Regulations have been structured to provide ease of reference by consolidating into one single document across various types of securities listed on the Stock exchanges. The related provisions have been aligned and provided at a common place for ease of reference.

Obligations of stock exchanges and provisions in case of default: Stock Exchanges have been given responsibility to monitor compliance or adequacy / accuracy of compliance with provisions of these regulations and to take action for non-compliance.

Ease of Reference:: The related provisions have been aligned and provided at a common place for ease of reference. For  example, all clauses dealing with disclosure of events or information which may be material or price sensitive spread across the Listing Agreement have been provided as a schedule to the regulations. All disclosures required to be made on the website of the listed entity have been enumerated at a single place for ease of reference and all requirements pertaining to disclosures in annual report have been combined.

Streamlining and segregation of initial issuance/listing obligations: In order to ensure that there is no overlapping or confusion on the applicability of these regulations, pre-listing requirements have been incorporated in respective regulations viz. ICDR Regulations, ILDS Regulations, etc  These provisions pertain to allotment of securities, refund and payment of interest, 1% Security Deposit (in case of public issuance), etc. Post-listing requirements have been incorporated in Listing Regulations.

Changes from M&A with regard to Related Party transactions :  Wherever necessary, the provisions in Listing Regulations have been aligned with those of the Companies Act, 2013. As per the SEBI Listing Regulations, ordinary resolution shall suffice and the related party shall abstain from voting on such resolution, irrespective of the related party being a party to the transaction. It is pertinent to note that under the Companies Act, 20131, related party who is related to the transaction are required to abstain from voting

• Definition of ‘related party’ and ‘related party transaction’ have been amended to provide an exception for units issued by mutual funds which are listed on a recognised stock exchange(s)
• Previously, all material related party transactions required shareholders’ approval through special resolution and the related parties shall abstain from voting on such resolutions.

Listing Agreement-: A shortened version of the Listing Agreement (2 page approximately)will be prescribed which will be required to be signed by a company getting its securities listed on Stock Exchanges. Existing listed entities will be required to sign the shortened version within six months of the notification of the regulations,

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances; Hope the information will assist you in your Professional endeavors. For query or help, contact: singh@carajput.com or call at 9555555480