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 ..... ort for non-compliance with certain provisions of the Listing Regulations and 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ance Department ANNEXURE I ACTION TO BE TAKEN IN CASE OF NON-COMPLIANCES 1. The recognized stock exchanges shall 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... Regulation 42(2)/42(3)/ 42(4)/42(5) Delay in/ non-disclosure of record date/ dividend declaration or non-compliance with ensuring the prescribed time gap between two record dates/ book closure dates Rs. 10,000 per instance of non-compliance per item 17. Regulation 44(3) Non-submission of the voting results within the period provided under this regulation Rs. 10,000 per instance of non-compliance 18. Regulation 46 Non-compliance with norms pertaining to functional website Advisory/warning letter per instance of non-compliance per item Rs. 10,000 per instance for every additional advisory/warning letter exceeding the four advisory/ warning letters in a financial year 2. Concerned recognized stock exchange(s) shall display on their website non-compliance by the listed entity and details of fine levied/ action taken. 3. The amount of fine realized as per the above structure shall be credited to the Investor Protection Fund of the concerned recognized stock exchange. 4. T ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ge(s) and any subsequent action taken by the recognised stock exchange(s) in this regard shall be placed before the Board of Directors of the company in its next meeting. Comments made by the board shall be duly informed to the recognised stock exchange(s) for dissemination. ANNEXURE II STANDARD OPERATING PROCEDURE (SOP) 1. If a listed entity is non-compliant with the provisions of the Listing Regulations as specified under paragraph 2 below, the concerned recognized stock exchange(s) shall: (a) move the scrip of the listed entity to Z category wherein trades shall take place on 'Trade for Trade' basis by following procedure prescribed at paragraph A below and (b) suspend trading in the shares of such listed entity by following procedure prescribed at paragraph B below. 2. Criteria for suspension of the trading in the shares of the listed entities: (a) Failure to comply with regulation 17(1) with respect to board composition including appointment of woman director for two consecutive quarters; (b) Failure to comply with regulation 18(1) with respect to constitution of audit committee for two consecutive quarters; (c) failure to comply with r ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... sted. iii. The recognised stock exchange(s) shall move back the scrip of the listed entity from Z category to the normal trading category (if not suspended as specified in paragraph B below), provided it complies with respective provisions of the Listing Regulations and pays the fine imposed as stated above. While moving the scrip back to normal trading category the recognized stock exchange(s) shall intimate the other recognized stock exchange(s) where the shares of the non-compliant entity are listed. B. Standard operating procedure for suspending the trading i. Before suspending the trading of a scrip, the concerned recognized stock exchange(s) shall send written intimation to the non-compliant listed entity calling upon it to comply with respective requirement(s) and pay the applicable fine within 21 days of the date of the intimation. While issuing the said intimation, the recognized stock exchange(s) shall also inform other recognized stock exchange(s) where the shares of the non-compliant entity are listed to ensure that the date of suspension is uniform across all the recognised stock exchange(s). Simultaneously, the recognized stock exchange(s) shall give a pu ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ng shall stop completely and compulsory delisting may be initiated if does not become compliant by . C. Standard operating procedure for revocation of suspension of trading. i. If the non-compliant listed entity complies with the aforesaid requirement(s) and pays the applicable fine after trading is suspended in the shares of the non-compliant entity, the recognized stock exchange(s) shall, on the date of compliance, give a public notice on its website informing compliance by the listed entity. The recognized stock exchange(s) shall revoke the suspension of trading of its shares after a period of 7 days from the date of such notice. 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. After revocation of suspension, the trading of shares shall be permitted only in 'Trade for Trade' basis for a period of 7 days from the date of revocation and thereafter, trading in the shares of the entity shall be shifted back to the normal trading category. ii. The recognized stock exchange(s) shall intimate the depositories to unfreeze the entire s ..... X X X X Extracts X X X X X X X X Extracts X X X X
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