9911796707
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 45[twenty] 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 46[five] 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 47[:] 48[Provided that acquisition of shares or voting rights aggregating to five percent or more of the shares or voting rights in an unlisted company and any change in holding from the last disclosure made under this proviso exceeding two per cent of the total shareholding or voting rights in the said unlisted company shall be disclosed on a quarterly basis in the format as may be specified.] 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... isting by the listed entity from stock exchange(s). 52[****] 5. Agreements (viz. shareholder agreement(s), joint venture agreement(s), family settlement agreement(s) (to the extent that it impacts management and control of the listed entity), agreement(s)/treaty(ies)/contract(s) with media companies) which are binding and not in normal course of business, revision(s) or amendment(s) and termination(s) thereof. 32[(5A) Agreements entered into by the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company, 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 e ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... tor] including reasons for resignation: In case of resignation of an independent director of the listed entity, within seven days from the date of resignation, the following disclosures shall be made to the stock exchanges by the listed entities: i. 11[The letter of resignation along with] Detailed reasons for the resignation 12[****] as given by the said director 13[****]. 14[(ia). Names of listed entities in which the resigning director holds directorships, indicating the category of directorship and membership of board committees, if any.] ii. The independent director shall, along with the detailed reasons, also provide a confirmation that there is no other material reasons other than those provided. iii. The confirmation as provided by the independent director above shall also be disclosed by the listed entities to 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 person ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... through digital means, in the following manner: (i) The audio recordings shall be promptly made available on the website and in any case, before the next trading day or within twenty-four hours from the conclusion of such calls, whichever is earlier; (ii) the video recordings, if any, shall be made available on the website within forty-eight hours from the conclusion of such calls; (iii) the transcripts of such calls shall be made available on the website along with simultaneous submission to recognized stock exchanges within five working days of the conclusion of such calls.]] [16. The following events in relation to the corporate insolvency resolution process (CIRP) of a listed corporate debtor under the Insolvency Code: a) Filing of application by the corporate applicant for initiation of CIRP, also specifying the amount of default; b) Filing of application by financial creditors for initiation of CIRP against the corporate debtor, also specifying the amount of default; c) Admission of application by the Tribunal, along with amount of default or rejection or withdrawal, as applicable ; d) Public announcement made pursuant to order passed by the Tribunal under sect ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... The fact of initiation of forensic audit along-with name of entity initiating the audit and reasons for the same, if available; b) Final forensic audit report (other than for forensic audit initiated by regulatory / enforcement agencies) on receipt by the listed entity along with comments of the management, if any.] 60[Explanation - For the purpose of this sub-paragraph, forensic audit refers to the audits, by whatever name called, which are initiated with the objective of detecting any mis-statement in financial statements, mis-appropriation, siphoning or diversion of funds and does not include audit of matters such as product quality control practices, manufacturing practices, recruitment practices, supply chain process including procurement or other similar matters that would not require any revision to the financial statements disclosed by the listed entity.] 38[(18) Announcement or communication through social media intermediaries or mainstream media by directors, promoters, key managerial personnel or senior management of a listed entity, in relation to any event or information which is material for the listed entity in terms of regulation 30 of these regulations and is ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... xtent possible. 63[Explanation - Imposition of fine or penalty shall be disclosed in the following manner along with the details pertaining to the action(s) taken or orders passed as mentioned in the sub-paragraph: (i) disclosure of fine or penalty of rupees one lakh or more imposed by sectoral regulator or enforcement agency and fine or penalty of rupees ten lakhs or more imposed by other authority or judicial body shall be disclosed within twenty four hours. (ii) disclosure of fine or penalty imposed which are lower than the monetary thresholds specified in the clause (i) above on a quarterly basis in the format as may be specified.] (21) Voluntary revision of financial statements or the report of the board of directors of the listed entity under section 131 of the Companies Act, 2013.] B. Events which shall be disclosed upon application of the guidelines for materiality referred sub-regulation (4) of regulation (30): 1. Commencement or any postponement in the date of commencement of commercial production or commercial operations of any unit/division. 39[2. Any of the following events pertaining to the listed entity: (a) arrangements for strategic, technical, manufact ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l promptly inform 18[****] the stock exchange(s) of all information which shall have bearing on performance/operation of the listed entity or is price sensitive or shall affect payment of interest or dividend 19[or redemption payment] of non-convertible 18[****] securities 18[****] including : 20[(1) expected default in the timely payment of interest, dividend or redemption payment or both in respect of the non-convertible securities and also default in the creation of security for nonconvertible debt securities as soon as the same becomes apparent;] (2) any attachment or prohibitory orders restraining the listed entity from transferring non-convertible 21[****] securities 21[****] from the account of the registered holders along-with the particulars of the numbers of securities so affected , the names of the registered holders and their demat account details; 22[(3) any action which shall result in the redemption, reduction, cancellation, retirement in whole or in part of any non-convertible securities;] (4) any action that shall affect adversely payment of interest on non-convertible debt securities or payment of dividend on non-convertible redeemable preference shares includ ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... oard of directors to the Exchange(s), within thirty minutes of the closure of the meeting, held to consider the following: a. the decision with respect to fund raising proposed to be undertaken by way of nonconvertible securities; b. financial results: Provided that in case of board meetings being held for more than one day, the financial results shall be disclosed within thirty minutes of end of the meeting for the day on which it has been considered.] 28[64[(17) Fraud or defaults, in terms of paragraph 6 of clause A of Part-A of Schedule III, by a listed entity, its promoter, director, key managerial personnel, senior management or subsidiary or arrest of key managerial personnel, senior management, promoter or director of the listed entity, whether occurred within India or abroad;] (18) change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer , Company Secretary etc.), Auditor and Compliance Officer; (19) in case of resignation of the auditor of the listed entity, detailed reasons for resignation of auditor, as given by the said auditor, shall be disclosed by the listed entities to the stock exchanges as soon as p ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 liabilities imposed on the company; (iv) Detailed pre and post shareholding pattern assuming 100% conversion of convertible securities; (vi) Details of funds infused in the company, creditors paid-off; (vii) Additional liability on the incoming investors due to the transaction, source of such funding etc.; (viii) Impact on the investor - revised P/E, RONW ratios etc.; (ix) Names of the new promoters, key managerial persons(s), if any and their past experience in the business or employment. In case where promoters are companies, history of such company and names of natural persons in control; (x) Brief description of business strategy. (25) intimation related to any change in terms of issue or redemption or exercising of call/ put options; (26) intimation related to any change in covenants or breach of covenants under the terms of non-convertible debentures and/or non-convertible redeemable preference shares; (27) intimation related to forfeiture of unclaimed interest or dividend o ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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; (d) the compliance officer; (e) the registrar to an issue and/or share transfer agent, domestic depository or the overseas custodian bank; (5) any change in the rights attaching to any class of equity shares into which the Indian Depository Receipts are exchangeable; (6) short particulars of any increase of capital whether by issue of bonus shares through capitalization, or by rights issue of equity shares, or in any other manner; (7) short particulars of the reissues 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 subscribe thereto; (8) short particulars of any other alterations of capital, including calls; (9) in the event of the listed entity granting any options to purchase any Indian Depository Receipts the following particulars:: (a) the number of Indian Depository Recei ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... [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 restraining the listed entity from transferring securitized debt instruments from the account of the registered holders and particulars of the numbers of securitized debt instruments so affected and the names of the registered holders and their demat account details; (2) any action that shall result in the redemption, conversion, cancellation, retirement in whole or in part of any securitized debt instruments; (3) any action that shall affect adversely payment of interest on securitized debt instruments; (4) any change in the form or nature of any of its securitized debt instruments that are listed on the stock exchange(s) or in the rights or privileges of the holders thereof and to make an application for listing of the said securities as changed, if the stock exchange(s) so requires; (5) expected default in timely payment of interest or redemption or repayment amount or both in respect of the securitized debt instrum ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ty; (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 change in the general character or nature of business / activities, disruption of operation due to natural calamity etc. of the listed entity; (19) any attachment or prohibitory orders restraining the listed entity from transferring security receipts; (20) initiation or status update with respect to reference to National Company Law Tribunal under the Insolvency and Bankruptcy Code 2016 of any underlying assets; (21) intimation in advance of the meeting of its board of directors, at which the recommendation or declaration of issue of security receipts or any other matter affecting the rights or interests of holders of security receipts is proposed to be considered and also outcome of such meetings; (22) fraud or defaults by sponsor or key managerial personnel or arrest of key managerial personnel or sponsor; (23) change in directors, key managerial personnel (Ma ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 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 Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as, "DEBT" And "& NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES" 18. Omitted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as, "to", "preference shares or redemption of non convertible debt" And "or redeemable preference shares" 19. Inserted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 20. Substituted vide Notification No. SEBI/LAD-NRO/GN/2021/47 dated 07-09-2021 before it was read as, "(1) expected default in timely payment of interests/preference dividend or redemption or repayment amount or both in respect of the non-convertible debt securities and non-convertible ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 6-2023 (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, 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-para and such change exceeds two per cent of the total shareholding or voting rights in the said company." 31. 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 publicatio ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... blication 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-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) 45. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024 before it was read as, "five" 46. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024 before it was read as, "two" 47. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/218 da ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the website within five working days of the conclusion of such calls: The requirement for disclosure(s) of audio/video recordings and transcript shall be voluntary with effect from April 01, 2021 and mandatory with effect from April 01, 2022." 60. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024 61. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024 before it was read as, "initiated," 62. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024 before it was read as, ", initiated" 63. Inserted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024 64. Substituted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024 before it was read as, "(17) fraud/defaults by promoter or key managerial personnel or director or employees of listed entity or by listed entity or arrest of key managerial personnel or promoter;" 65. Omitted vide Notification No. SEBI/LAD-NRO/GN/2024/218 dated 12-12-2024 w.e.f. 12-12-2024 before it was read as, "and/or cash bonuses ..... X X X X Extracts X X X X X X X X Extracts X X X X
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