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SUSPENSION OF TRADING IN THE SHARES OF THE LISTED COMPANY

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..... SUSPENSION OF TRADING IN THE SHARES OF THE LISTED COMPANY
By: - DR.MARIAPPAN GOVINDARAJAN
Corporate Laws / IBC / SEBI
Dated:- 30-1-2025
A listed company has to comply with the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirement) Regulations, 2015 ('Regulation' for short) in addition to the provisions of the Companies Act, 2013 and other applicable laws to the listed company. If a listed entity is non-compliant with the provisions of the LODR Regulations, the recognized stock exchange shall suspend trading in the shares of such listed entity. The following are the criteria for the suspension of shares by the recognized stock exchange in trading in the shares of a listed company- .....

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..... * Regulation 17(1) - This regulation provides that board of directors shall have an optimum combination of executive and non-executive directors with at least one-woman director and not less than fifty per cent. of the board of directors shall comprise of non-executive directors. If the company fails to comply with this regulation in regard to board composition including appointment of woman director for two consecutive quarters the trading of its shares will be suspended. * Regulation 18(1) - This regulation provides that every listed entity shall constitute a qualified and independent audit committee in accordance with the terms of reference, subject to the following: * The audit committee shall have minimum 3 directors as members. .....

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..... * At least two-thirds of the members of audit committee shall be independent directors and in case of a listed entity having outstanding SR equity shares, the audit committee shall only comprise of independent directors. * All members of audit committee shall be financially literate and at least one member shall have accounting or related financial management expertise. * The chairperson of the audit committee shall be an independent director and he/she shall be present at Annual general meeting to answer shareholder queries. * The Company Secretary shall act as the secretary to the audit committee. * The audit committee at its discretion shall invite the finance director or head of the finance function, head of internal audit an .....

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..... d a representative of the statutory auditor and any other such executives to be present at the meetings of the committee. If the company fails to comply with this regulation in regard to failure to comply with regulation 18(1) with respect to constitution of audit committee for 2 consecutive quarters the trading of its shares will be suspended. * Regulation 27(2) - This regulation provides that the listed entity shall submit, to the recognised stock exchange(s), a quarterly compliance report on corporate governance in the format and within the timelines, as may be specified by the Board from time to time. Details of cyber security incidents or breaches or loss of data or documents shall be disclosed along with the report that shall be s .....

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..... igned either by the compliance officer or the chief executive officer of the listed entity. If the company fails to comply with this regulation in regard to submission of corporate governance compliance report for 2 consecutive quarters the trading of its shares will be suspended. * Regulation 31(1) - This regulation provides that the listed entity shall submit to the stock exchange(s) a statement showing holding of securities and shareholding pattern separately for each class of securities, in the format specified by the Board from time to time within the following timelines- * one day prior to listing of its securities on the stock exchange(s); * on a quarterly basis, within 21 days from the end of each quarter; and * within 10 da .....

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..... ys of any capital restructuring of the listed entity resulting in a change exceeding 2% of the total paid-up share capital. In case of listed entities which have listed their specified securities on SME Exchange, the above statements shall be submitted on a half yearly basis within 21 days from the end of each half year. If the company fails to comply with this regulation in regard to submission of shareholding pattern for 2 consecutive quarters the trading of its shares will be suspended. * Regulation 33 - This regulation provides that while preparing financial results, the listed entity shall comply with the following- * The financial results shall be prepared on the basis of accrual accounting policy and shall be in accordance with .....

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..... uniform accounting practices adopted for all the periods. * The quarterly and year to date results shall be prepared in accordance with the recognition and measurement principles laid down in Accounting Standard 25 or Indian Accounting Standard 31 (AS 25/Ind AS 34 - Interim Financial Reporting), as applicable, specified in Section 133 of the Companies Act, 2013 read with relevant rules framed thereunder or as specified by the Institute of Chartered Accountants of India, whichever is applicable. * The standalone financial results and consolidated financial results shall be prepared as per Generally Accepted Accounting Principles in India. In addition to this the listed entity may also submit the financial results, as per the Internation .....

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..... al Financial Reporting Standards notified by the International Accounting Standards Board. * The listed entity shall ensure that the limited review or audit reports submitted to the stock exchange(s) on a quarterly or annual basis are to be given only by an auditor who has subjected himself/herself to the peer review process of Institute of Chartered Accountants of India and holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. * The listed entity shall make the disclosures specified in Part A of Schedule IV. If the company fails to comply with this regulation in regard to the submission of financial results for 2 consecutive quarters the trading of its shares will be suspended. .....

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..... * Regulation 34 - This regulation provides that the listed entity shall submit to the stock exchange and publish on its website- * a copy of the annual report sent to the shareholders along with the notice of the annual general meeting on or before the commencement of dispatch to its shareholders; * in the event of any changes to the annual report, the revised copy along with the details of and explanation for the changes shall be sent not later than 48 hours after the annual general meeting. If the company fails to comply with this regulation in regard to the submission of Annual Report for 2 consecutive financial years the trading of its shares will be suspended. * If the company fails to submit information on the reconciliation .....

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..... of shares and capital audit report for 2 consecutive years the trading of its shares will be suspended. * If the company receives the notice of suspension of trading of that entity by any other recognized stock exchange on any or all of the above grounds the trading of its shares will be suspended. 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. 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 pro .....

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..... cess of compulsory delisting of the non-compliant listed entity in accordance with the provisions of- * the Securities Contracts (Regulation) Act, 1956; * the Securities Contracts (Regulation) Rules, 1957; and * the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 as amended from time to time.
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