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TMI BlogDisclosures of events or informationX X X X Extracts X X X X X X X X Extracts X X X X ..... er directly or indirectly, such that - (a) the listed entity holds shares or voting rights aggregating to five per cent or more of the shares or voting rights in the said company; or (b) there has been a change in holding from the last disclosure made under sub-clause (a) of clause (ii) of the Explanation to this sub-paragraph and such change exceeds two per cent of the total shareholding or voting rights in the said company; or (c) the cost of acquisition or the price at which the shares are acquired exceeds the threshold specified in sub-clause (c) of clause (i) of sub-regulation (4) of regulation 30. Explanation (2) - For the purpose of this sub-paragraph, sale or disposal of subsidiary and sale of stake in associate company shall include- (i) an agreement to sell or sale of shares or voting rights in a company such that the company ceases to be a wholly owned subsidiary, a subsidiary or an associate company of the listed entity; or (ii) an agreement to sell or sale of shares or voting rights in a subsidiary or associate company such that the amount of the sale exceeds the threshold specified in sub-clause (c) of clause (i) of sub-regulation (4) of regulation 30. Explanation (3) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mpany, among themselves or with the listed entity or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity, shall be disclosed to the Stock Exchanges, including disclosure of any rescission, amendment or alteration of such agreements thereto, whether or not the listed entity is a party to such agreements: Provided that such agreements entered into by a listed entity in the normal course of business shall not be required to be disclosed unless they, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the listed entity or they are required to be disclosed in terms of any other provisions of these regulations. Explanation: For the purpose of this clause, the term directly or indirectly includes agreements creating obligation on the parties to such agreements to ensure that listed entity shall or shall not act in a particular manner. ] 33 [ (6) Fraud or defaults by a listed entity, its promoter, director, key managerial personn ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the stock exchanges along with the 15 [ disclosures ] as specified in sub-clause (i) 16 [ and (ii) ] above.] 35 [ (7C) In case of resignation of key managerial personnel, senior management, Compliance Officer or director other than an independent director; the letter of resignation along with detailed reasons for the resignation as given by the key managerial personnel, senior management, Compliance Officer or director shall be disclosed to the stock exchanges by the listed entities within seven days from the date that such resignation comes into effect. (7D) In case the Managing Director or Chief Executive Officer of the listed entity was indisposed or unavailable to fulfil the requirements of the role in a regular manner for more than forty five days in any rolling period of ninety days, the same along with the reasons for such indisposition or unavailability, shall be disclosed to the stock exchange(s). ] 8. Appointment or discontinuation of share transfer agent. 9 [ 9. Resolution plan/Restructuring in relation to loans/borrowings from banks/financial institutions including the following details: (i) Decision to initiate resolution of loans/borrowings; (ii) Signing of Inter-Cred ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cable ; d) Public announcement made pursuant to order passed by the Tribunal under section 13 of Insolvency Code; e) List of creditors as required to be displayed by the corporate debtor under regulation 13(2)(c) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016; f) Appointment/ Replacement of the Resolution Professional; g) Prior or post-facto intimation of the meetings of Committee of Creditors; h) Brief particulars of invitation of resolution plans under section 25(2)(h) of Insolvency Code in the Form specified under regulation 36A(5) of the IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016; i) Number of resolution plans received by Resolution Professional; j) Filing of resolution plan with the Tribunal; k) Salient features, not involving commercial secrets, of the resolution plan approved by the Tribunal, in such form as may be specified; 5 [ l) Specific features and details of the resolution plan as approved by the Adjudicating Authority under the Insolvency Code, not involving commercial secrets, including details such as: (i) Pre and Post net-worth of the company; (ii) Details of assets of the company post CIRP; (i ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... in respect of the following: (a) search or seizure; or (b) re-opening of accounts under section 130 of the Companies Act, 2013; or (c) investigation under the provisions of Chapter XIV of the Companies Act, 2013; along with the following details pertaining to the actions(s) initiated, taken or orders passed: i. name of the authority; ii. nature and details of the action(s) taken, initiated or order(s) passed; iii. date of receipt of direction or order, including any ad-interim or interim orders, or any other communication from the authority; iv. details of the violation(s)/contravention(s) committed or alleged to be committed; v. impact on financial, operation or other activities of the listed entity, quantifiable in monetary terms to the extent possible. (20) Action(s) taken or orders passed by any regulatory, statutory, enforcement authority or judicial body against the listed entity or its directors, key managerial personnel, senior management, promoter or subsidiary, in relation to the listed entity, in respect of the following: (a) suspension; (b) imposition of fine or penalty; (c) settlement of proceedings; (d) debarment; (e) disqualification; (f) closure of operations; (g) ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... whatever named called, ] for any third party. 12. Granting, withdrawal , surrender , cancellation or suspension of key licenses or regulatory approvals. 44 [ 13. Delay or default in the payment of fines, penalties, dues, etc. to any regulatory, statutory, enforcement or judicial authority. ] C. Any other information/event viz. major development that is likely to affect business, e.g. emergence of new technologies, expiry of patents, any change of accounting policy that may have a significant impact on the accounts, etc. and brief details thereof and any other information which is exclusively known to the listed entity which may be necessary to enable the holders of securities of the listed entity to appraise its position and to avoid the establishment of a false market in such securities. D. Without prejudice to the generality of para (A), (B) and (C) above, the listed entity may make disclosures of event/information as specified by the Board from time to time. PART B: DISCLOSURE OF INFORMATION HAVING BEARING ON PERFORMANCE/OPERATION OF LISTED ENTITY AND/OR PRICE SENSITIVE INFORMATION: NON-CONVERTIBLE 17 [****] SECURITIES 17 [****] [See Regulation 51(2)] A. The listed entity shall ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... months from the due date; (10) failure to create charge on the assets within the stipulated time period; (11) any instance(s) of default/delay in timely repayment of interests or principal obligations or both in respect of the debt securities including, any proposal for re-scheduling or postponement of the repayment programmes of the dues/debts of the listed entity with any investor(s)/lender(s). 24 [ **** ] (12) any major change in composition of its board of directors, which may amount to change in control as defined in Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; (13) any revision in the rating; (14) the following approvals by board of directors in their meeting:- (a) the decision to pass any interest payment; (b) short particulars of any increase of capital whether by issue of bonus securities through capitalization, or by way of right securities to be offered to the 25 [ debt security ] holders, or in any other way; (15) all 26 [ **** ] information, report, notices, call letters, circulars, proceedings, etc concerning non-convertible 26 [ **** ] debt securities; 27 [ (16) The listed entity shall disclose the outcom ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ncy Code; e) List of creditors as required to be displayed by the corporate debtor under regulation 13(2)I of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016; f) Appointment/ Replacement of the Resolution Professional; g) Prior or post-facto intimation of the meetings of Committee of Creditors; h) Brief particulars of invitation of resolution plans under section 25(2)(h) of Insolvency Code in the Form specified under regulation 36A (5) of the Insolvency and Bankruptcy Board of India (Insolvency Resolution Process for Corporate Persons) Regulations, 2016; i) Number of resolution plans received by Resolution Professional; j) Filing of resolution plan with the Tribunal; k) Approval of resolution plan by the Tribunal or rejection, if applicable; l) Specific features and details of the resolution plan as approved by the Adjudicating Authority under the Insolvency Code, not involving commercial secrets, including details such as: (i) Pre and Post net-worth of the company; (ii) Details of assets of the company post CIRP; (iii) Details of securities continuing to be imposed on the companies assets; (iv) Other material lia ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... om transferring securities out of the names of the registered holders and particulars of the registered holders thereof. (3) the meeting of the board of directors which has been held to consider or decide on the following : (a) all dividends and/or cash bonuses recommended or declared or the decision to pass any dividend or cash bonus; (b) the total turnover, gross profit/loss, provision for depreciation, tax provisions and net profits for the year (with comparison with the previous year) and the amounts appropriated from reserves, capital profits, accumulated profits of past years or other special source to provide wholly or partly for any dividend, even if this calls for qualification that such information is provisional or subject to audit; (c) the recommendation or declaration of dividend or rights issue or issue of convertible debentures or of debentures carrying a right to subscribe to equity shares or the passing over of the dividend (d) any decision on buy back of equity shares of the listed entity,; (4) Change in (a) board of directors of listed entity by death, resignation, removal or otherwise; (b) managing director; (c) auditors appointed to audit the books and accounts ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ime of occurrence of the event and subsequently after the cessation of the event at the same time and as to the extent that it discloses to holders of securities in its home country or in other jurisdictions where such securities are listed; C. In addition to above, the listed entity shall disclose to the stock exchange(s), any information which is disclosed to any other overseas stock exchange(s) or made public in any other overseas securities market, on which its securities may be listed or quoted, simultaneously with such disclosure or publication, or as soon thereafter as may be reasonably practicable; D. The listed entity shall submit to the stock exchange(s) on request any other information concerning the listed entity as the stock exchange(s) may reasonably require; PART D: DISCLOSURE OF INFORMATION HAVING BEARING ON PERFORMANCE/ OPERATION OF LISTED ENTITY AND/OR PRICE SENSITIVE INFORMATION: SECURITISED DEBT INSTRUMENT [See Regulation 83(2)] A. The listed entity shall promptly inform the stock exchange(s) of all information having bearing on the performance/operation of the listed entity and price sensitive information including: (1) any attachment or prohibitory orders rest ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... hange in credit enhancement measures; (5) periodic rating obtained from credit rating agency or any revision in the rating or any expected revision in rating; (6) periodic Net Asset Value; (7) any proposal to change or change of credit rating agency or Valuer; (8) any change in profile of the assets by way of accretion to or realisation of assets from the existing pool; (9) any proposal for acquisition of assets including terms of acquisition; (10) any expected non-realisation or non-realisation of the financial assets and remedial measures proposed to be undertaken; (11) any change in nature of charge on the underlying assets. (12) any proposal to change or any change in terms of security receipts including rights or privileges or nature or form etc.; (13) any proposal or action with respect to exercising call/put option (right to redeem) or any similar option by the listed entity; (14) any breach of covenant(s) under the terms of security receipts; (15) any proposal or action for forfeiture of unclaimed cash flow or forfeiture of any security receipts; (16) any change in resolution plan; (17) any change in percentage holding of non-performing loans across other banks; (18) any ch ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... -05-2021 before it was read as auditor 9. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as, 9. Corporate debt restructuring. 10. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/22 dated 05-05-2021 before it was read as, 15. Schedule of Analyst or institutional investor meet and presentations on financial results made by the listed entity to analysts or institutional investors; 11. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/35 dated 03-08-2021 w.e.f. 01-01-2022 12. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/35 dated 03-08-2021 w.e.f. 01-01-2022 before it was read as, of independent directors 13. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/35 dated 03-08-2021 w.e.f. 01-01-2022 before it was read as, shall be disclosed by the listed entities to the stock exchanges 14. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/35 dated 03-08-2021 w.e.f. 01-01-2022 15. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/35 dated 03-08-2021 w.e.f. 01-01-2022 before it was read as detailed reasons 16. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/35 dated 03-08-2021 w.e.f. 01-01-2022 17. Omitted vide Notifica ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... he public domain necessary to enable the holders of the listed securities to clarify its position and to avoid the creation of a false market in such listed securities or any other information having bearing on the operation/performance of the listed entity as well as price sensitive information. 28. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 29. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/117 dated 17-01-2023 before it was read as, key managerial persons(s) 30. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/131 dated 14-06-2023 (shall come into force on the thirtieth day from the date of their publication in the Official Gazette) before it was read as, 1. Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring), or sale or disposal of any unit(s), division(s) or subsidiary of the listed entity or any other restructuring. Explanation.- For the purpose of this sub-para, the word 'acquisition' shall mean,- (i) acquiring control, whether directly or indirectly; or, (ii)acquiring or agreeing to acquire shares or voting rights in, a company, whether directly or indirectly ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... -up, adoption of new lines of business or closure of operations of any unit/division (entirety or piecemeal). 40. Omitted vide Notification No. SEBI/LAD-NRO/GN/2023/131 dated 14-06-2023 (shall come into force on the thirtieth day from the date of their publication in the Official Gazette) before it was read as, ''(as a borrower)'' 41. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/131 dated 14-06-2023 (shall come into force on the thirtieth day from the date of their publication in the Official Gazette) before it was read as, ''8. Litigation(s) / dispute(s) / regulatory action(s) with impact.'' 42. Substituted vide Notification No. SEBI/LAD-NRO/GN/2023/131 dated 14-06-2023 (shall come into force on the thirtieth day from the date of their publication in the Official Gazette) before it was read as, ''9. Fraud/defaults etc. by directors (other than key managerial personnel) or employees of listed entity.'' 43. Inserted vide Notification No. SEBI/LAD-NRO/GN/2023/131 dated 14-06-2023 (shall come into force on the thirtieth day from the date of their publication in the Official Gazette) 44. Inserted vide Notification No. SEBI/LAD-N ..... X X X X Extracts X X X X X X X X Extracts X X X X
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