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TMI BlogContinuous Disclosure Requirements for Listed Entities - Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015X X X X Extracts X X X X X X X X Extracts X X X X ..... is required to make disclosure of events specified under Part A of Schedule III of the Listing Regulations. 2. The Listing Regulations divide the events that need to be disclosed broadly in two categories. The events that have to be necessarily disclosed without applying any test of materiality are indicated in Para A of Part A of Schedule III of the Listing Regulation. Para B of Part A of Schedule III indicates the events that should be disclosed by the listed entity, if considered material. Annexure-I of this circular indicates the details that need to be provided while disclosing events given in Para A and Para B of Schedule III. The guidance on when an event / information can be said to have occurred is placed at Annexure II. The said details as mentioned above are given to provide guidance to listed entity and the entity has the responsibility to make disclosures that are appropriate and would be consistent with the facts of each event. In case the listed entity does not disclose any such specified details, it shall state appropriate reasoning for the same as part of the disclosure. 3. In case of securities or the derivatives which are listed outside India by the l ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... d about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief); [Explanation: For the purpose of the above disclosures the term acquisition shall have the same meaning as defined in explanation of sub-para (1) of Para (A) of Part (A) of Schedule III of Listing Regulations]. 1.2. Amalgamation/ Merger: a) name of the entity(ies) forming part of the amalgamation/merger, details in brief such as, size, turnover etc.; b) whether the transaction would fall within related party transactions? If yes, whether the same is done at arms length ; c) area of business of the entity(ies); d) rationale for amalgamation/ merger; e) in case of cash consideration amount or otherwise share exchange ratio; f) brief details of change in shareholding pattern (if any)of listed entity. 1.3. De-merger: a) brief details of the division(s) to be demerged; b) turnover of the demerged division and as percentage to the total turnover of the listed entity in the immediately preceding financial year / based ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... issued or the total amount for which the securities will be issued (approximately); d) in case of preferential issue the listed entity shall disclose the following additional details to the stock exchange(s): i. names of the investors; ii. post allotment of securities - outcome of the subscription, issue price / allotted price (in case of convertibles), number of investors; iii. in case of convertibles - intimation on conversion of securities or on lapse of the tenure of the instrument; e) in case of bonus issue the listed entity shall disclose the following additional details to the stock exchange(s): i. whether bonus is out of free reserves created out of profits or share premium account; ii. bonus ratio; iii. details of share capital - pre and post bonus issue; iv. free reserves and/ or share premium required for implementing the bonus issue; v. free reserves and/ or share premium available for capitalization and the date as on which such balance is available; vi. whether the aforesaid figures are audited; vii. estimated date by which such bonus shares would be credited/dispatched; f) in case of issuance of depository receipts (ADR/GDR) or ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... solidation shareholding. 2.3. Buy back of securities: a) number of securities proposed for buyback; b) number of securities proposed for buyback as a percentage of existing paid up capital; c) buyback price; d) actual securities in number and percentage of existing paid up capital bought back; e) pre post shareholding pattern. 2.4. Any restriction on transferability of securities: a) authority issuing attachment or prohibitory orders; b) brief details and reasons for attachment or prohibitory orders; c) name of registered holders against whom restriction on transferability has been placed; d) total number of securities so affected; e) distinctive numbers of such securities if applicable; f) period for which order would be applicable (if stated). 2.5. Any action, which will result in alteration of the terms or structure of any existing securities, including, but not limited to: a) forfeiture of shares; b) reissue of forfeited shares or securities, or the issue of shares or securities held in reserve for future issue or the creation in any form or manner of new shares or securities or any other rights, privileges or benefits to ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... name(s) of parties with whom the agreement is entered; 5.2. purpose of entering into the agreement; 5.3. shareholding, if any, in the entity with whom the agreement is executed; 5.4. significant terms of the agreement (in brief) special rights like right to appoint directors, first right to share subscription in case of issuance of shares, right to restrict any change in capital structure etc.; 5.5. whether, the said parties are related to promoter/promoter group/ group companies in any manner. If yes, nature of relationship; 5.6. whether the transaction would fall within related party transactions? If yes, whether the same is done at arms length ; 5.7. in case of issuance of shares to the parties, details of issue price, class of shares issued; 5.8. any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc; 5.9. in case of termination or amendment of agreement, listed entity shall disclose additional details to the stock exchange(s): a) name of parties to the agreement; b) nature of the agreement; c) date of execution ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ovenants. 10. One time settlement (OTS) with a Bank: 10.1. reasons for opting for OTS; 10.2. brief summary of the OTS. 11. Reference to BIFR and winding-up petition filed by any party / creditors: 11.1. reasons for such a reference/petition; 11.2. impact of such reference/petition on listed entity. 12. Issuance of notices, call letters, resolutions and circulars sent to shareholders, debenture holders or creditors or any class of them or advertised in the media by the listed entity and the following: 12.1. date of notice/call letters/resolutions etc.; 12.2. brief details viz. agenda (if any) proposed to be taken up, resolution to be passed, manner of approval proposed etc. 13. Proceedings of annual and extraordinary general meetings of the listed entity and the following details in brief: 13.1. date of the meeting; 13.2. brief details of items deliberated and results thereof; 13.3. manner of approval proposed for certain items (e-voting etc.). 14. Amendments to memorandum and articles of association of listed entity, in brief. 15. Schedule of analyst or institutional investor meet and presentations on financial results made by the ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... c) date of closure or estimated time of closure; d) reasons for closure. 3. Capacity addition or product launch 3.1. Capacity addition: a) existing capacity; b) existing capacity utilization; c) proposed capacity addition; d) period within which the proposed capacity is to be added; e) investment required; f) mode of financing; g) rationale. 3.2. Product launch: a) name of the product; b) date of launch; c) category of the product; d) whether caters to domestic/ international market; e) name of the countries in which the product is launched (in case of international). 4. Awarding, bagging/ receiving, amendment or termination of awarded/bagged orders/contracts, not in the normal course of business: 4.1. Awarding of order(s)/contract(s): Only important terms and conditions which may be as under needs to be disclosed: a) name of the entity to which order(s)/contract(s) is awarded; b) whether order(s) / contract(s) is awarded to domestic/ international entity c) significant terms and conditions of order(s)/contract(s) awarded, in brief; d) time period, if any, associated with the order(s)/contract(s); e) b ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tionship; g) whether the transaction would fall within related party transactions? If yes, whether the same is done at arms length ; h) in case of issuance of shares to the parties, details of issue price, class of shares issued; i) in case of loan agreements, details of lender, nature of the loan, total amount of loan granted, total amount outstanding, date of execution of the loan agreement/sanction letter, details of the security provided to the lenders for such loan; j) any other disclosures related to such agreements, viz., details of nominee on the board of directors of the listed entity, potential conflict of interest arising out of such agreements, etc; k) in case of termination or amendment of agreement, listed entity shall disclose additional details to the stock exchange(s): i. name of parties to the agreement ; ii. nature of the agreement; iii. date of execution of the agreement; iv. details of amendment and impact thereof or reasons of termination and impact thereof. 6. Disruption of operations of any one or more units or division of the listed entity due to natural calamity (earthquake, flood, fire etc.), force majeure or events such as ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... defaults by directors (other than key managerial personnel) or employees of the listed entity: 9.1. At the time of unearthing of fraud or occurrence of the default/arrest: a) nature of fraud/default/arrest; b) estimated impact on the listed entity; c) time of occurrence; d) person(s) involved; e) estimated amount involved (if any); f) whether such fraud has been reported to appropriate authorities. 9.2. Subsequently intimate the stock exchange(s) further details regarding the fraud/default including: a) actual amount involved in the fraud /default (if any); b) actual impact of such fraud /default on the listed entity and its financials; c) corrective measures taken by the listed entity on account of such fraud/default. 10. Options to purchase securities (including any Share Based Employee Benefit (SBEB) Scheme) at the time of instituting the scheme and vesting or exercise of options: a) brief details of options granted; b) whether the scheme is in terms of SEBI (SBEB) Regulations, 2014 (if applicable); c) total number of shares covered by these options; d) pricing formula; e) options vested; f) time within which option m ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... on, negotiation or approval required viz. in case of natural calamities, disruptions etc, the answer to the above question would depend upon the timing when the listed entity became aware of the event/information. 2.1. In the former, the events/information can be said to have occurred upon receipt of approval of Board of Directors e.g. further issue of capital by rights issuance and in certain events/information after receipt of approval of both i.e. Board of Directors and Shareholders. However, considering the price sensitivity involved, for certain events e.g. decision on declaration of dividends etc., disclosure shall be made on receipt of approval of the event by the Board of Directors, pending Shareholder s approval. 2.2. In the latter, the events/information can be said to have occurred when a listed entity becomes aware of the events/information, or as soon as, an officer of the entity has, or ought to have reasonably come into possession of the information in the course of the performance of his duties. Here, the term officer shall have the same meaning as defined under the Companies Act, 2013 and shall also include promoter of the listed entity. - Circular ..... X X X X Extracts X X X X X X X X Extracts X X X X
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