9911796707
TMI BlogNon-compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Standard Operating Procedure for suspension and revocation of trading of specified securitiesX X X X Extracts X X X X X X X X Extracts X X X X ..... nd the standard operating procedure for suspension of trading in case the non-compliance is continuing and/or repetitive. 2. Thereafter, SEBI had issued another Circular bearing reference number SEBI/HO/CFD/CIR/P/2016/116 dated October 26, 2016 advising the manner of freezing of holdings of the promoter and promoter group of a listed entity that failed to pay fines levied by the stock exchange(s). 3. On the basis of the experience gained and to streamline the process, to maintain consistency and to adopt a uniform approach in the matter of levy of fines for non-compliance with certain provisions of the Listing Regulations, the manner of suspension of trading of securities of a listed entity and the manner of freezing the holdings of the promoter and promoter group of a non-compliant listed entity, it has been decided to issue the present Circular, in supersession of the said Circulars bearing reference numbers CIR/CFD/CMD/12/2015 dated November 30, 2015 and SEBI/HO/CFD/CIR/P/2016/116 dated October 26, 2016. 4. Henceforth, the stock exchanges shall, having regard to the interests of investors and the securities market: a) take action in case of non-compliances with the Listing ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l take action for non-compliance with the provisions of the Listing Regulations by a listed entity as under: Sl. No. Regulation Fine payable and/or other action to be taken for non-compliance in respect of listed entity 1. Regulation 6(1) Non-compliance with requirement to appoint a qualified company secretary as the compliance officer Rs. 1,000 per day 2. Regulation 7(1) Non-compliance with requirement to appoint share transfer agent Rs. 1,000 per day 3. Regulation 13(1)/ 13(3) Failure to ensure that adequate steps are taken for expeditious redressal of investor complaints Non-submission of the statement on shareholder complaints within the period prescribed under this regulation or under any circular issued in respect of redressal of investor grievances Rs. 1,000 per day 4. Regulation 17(1) Non-compliance with the requirements pertaining to the composition of the Board including failure to appoint woman director Rs. 5,000 per day 5. Regulation 18(1) Non-compliance with the constitution of audit committee Rs. 2,000 per day 6. Regulation 19(1)/ 19(2) Non-compliance with the constitution of nomination and remuneration committee Rs. 2,000 per day 7 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ock exchange or till the scrip of the listed entity is suspended from trading for non-compliance with aforesaid provisions. Such accrual shall be irrespective of any other disciplinary/enforcement action(s) initiated by recognized stock exchange(s)/SEBI. 5. Every recognized stock exchange shall review the compliance status of the listed entities within 15 days from the date of receipt of information and shall issue notices to the non-compliant listed entities to ensure compliance and collect fine as per this circular within 15 days from the date of such notice. While issuing the said notice, the recognized stock exchange shall also send intimation of notice to other recognized stock exchange(s) where the shares of the non-compliant entity are listed. 6. If the non-compliant listed entity fails to comply with the aforesaid requirement(s) and/or pay fine levied within the stipulated period as per the notice stated above, the concerned recognized stock exchange(s) shall, upon expiry of the period indicated in the notice, forthwith intimate the depositories to freeze the entire shareholding of the promoter and promoter group in such entity as well as all other securities held in the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... to submission of shareholding pattern for two consecutive quarters; (e) failure to comply with regulation 33 with respect to submission of financial results for two consecutive quarters; (f) failure to comply with regulation 34 with respect to submission of Annual Report for two consecutive financial years; (g) failure to submit information on the reconciliation of shares and capital audit report, for two consecutive quarters; (h) receipt of the notice of suspension of trading of that entity by any other recognized stock exchange on any or all of the above grounds. 3. If the non-compliant listed entity complies with the aforesaid requirement(s) after the date of suspension and pays the applicable fine, the recognized stock exchange(s) shall revoke the suspension of trading of its shares by following the procedure prescribed at paragraph C below. 4. If the non-compliant listed entity fails to comply with the aforesaid requirement(s) or fails to pay the applicable fine within 6 months from the date of suspension, the recognized stock exchange(s) shall initiate the process of compulsory delisting of the non-compliant listed entity in accordance with the provisions of the Se ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ant listed entity complies with respective requirement(s) and pays fine two working days before the proposed date of suspension, the trading in its shares shall not be suspended and the concerned recognized stock exchange(s) shall give a public notice on its website informing compliance by the listed entity. While issuing the said notice, the recognized stock exchange(s) shall send intimation of notice to other recognized stock exchange(s) where the shares of the entity are listed. Simultaneously, the recognized stock exchange(s) shall intimate the depositories to unfreeze the entire shareholding of the promoter and promoter group in such entity as well as all other securities held in the demat account of the promoter and promoter group, after one month from the date of compliance. iii. In case of failure to comply with respective requirement(s) and/or pay fine within stipulated period, the recognized stock exchange(s) shall suspend the trading in the shares of a non-compliant listed entity. The entire shareholding of the promoter and promoter group in the non-compliant listed entity as well as all other securities held in the demat account(s) of the promoter and promoter group s ..... X X X X Extracts X X X X X X X X Extracts X X X X
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