1. LISTING REGULATIONS - PRACTIONERS VIEW
Shailashri Bhaskar

2. INTRODUCTION NOTIFIED ON SEPTEMBER 02, 2015
EFFECTIVE FROM DECEMBER , EXCEPT FOR TWO PROVISIONS
TO COVER ALL SECURITIES
EQUITY SHARES, SME SEGMENT, DEBT SECURITIES, UNITS OF MUTUAL FUNDS, CIS UNITS, IDRs, SECURITISED DEBT INSTRUMENTS
LISTING AGREEMENT REDUCED TO A SIMPLIFIED DOCUMENT TO BE EXECUTED BY LISTED COMPANIES

3. PRINCIPLES ON DISCLOSURE OF INFORMATION ON CORPORATE GOVERNANCE
T A A R PRINCIPLE, WHILE LAYING STRESS ON EQUITABLE AND COST EFFECTIVE CHANNELS
ON CORPORATE GOVERNANCE
PROTECTION OF THE INTERESTS OF THE MINORITY SHAREHOLDERS BY PERMITTING PARTICIPATION AND PROVIDING EASE OF PARTICIPATION, WHILE ALSO LAYING STRESS ON PREVENTION OF ABUSIVE CONTROL BY MAJORITY SHAREHOLDERS
RESPONSIBILITIES OF THE BOARD
MINUTES TO BE RECORDED EXPLICITLY, INCLUDING DISSENTING OPINIONS

4. ROLE OF THE COMPANY SECRETARY
AS A COMPLIANCE OFFICER
MUST BE RESPONSIBLE FOR COMPLYING WITH ALL REGULATORY PROVISIONS
CO-ORDINATE WITH SEBI, STOCK EXCHANGE AND THE DEPOSITORIES WITH REGARD TO COMPLIANCE OF THE RULES, REGULATIONS AND OTHER DIRECTIVES OF THESE AUTHORITIES
ENSURE CORRECT PROCEDURES ARE FOLLOWED AND THE CORRECTNESS, AUTHENTICITY AND ADEQUACY OF ALL DISCLOSURES MADE AND REPORTS FILED
ADDRESS OF THE INVESTOR GRIEVANCE DIVISION – TO BE MONITORED SO AS TO ENSURE THAT THE COMPLAINTS ARE REGISTERED AND REDRESSED

5. TO EVOLVE A POLICY FOR PRESERVATION OF DOCUMENTS
PERMANENT IN NATURE
IDENTIFY THEM
UNDER SEBI REGULATIONS
UNDER OTHER ACTS / REGULATIONS / CIRCULARS
OTHERS
TO PRESERVE FOR A PERIOD OF 8 YEARS

6. FILING OF INFORMATION TO BE FILED ONLY IN ELECTRONIC MODE
WITH THE STOCK EXCHANGE
IN SUCH MANNER AS MAY BE SPECIFIED BY SEBI AND THE STOCK EXCHANGE
TO PUT NECESSARY INFRASTRUCTURE IN PLACE

7. CORPORATE GOVERNANCE ( REGULATION 17 TO 27)
THE NOTABLE CHANGE IS THE REQUIREMENT OF QUORUM FOR AUDIT COMMITTEE
1/3RD OR 2 MEMBERS WHICHEVER IS GREATER AND 2 MEMBERS SHALL BE INDEPENDENT
THE OTHER CHANGE IS THE PASSING OF ORDINARY RESOLUTION FOR MATERIAL RELATED PARTY TRANSACTIONS

8. PRIOR INTIMATION OF BOARD MEETINGS – REGULATION 29
DATE OF MEETING AND DATE OF INTIMATION TO BE EXCLUDED
FOR INTIMATION ABOUT MEETING REGARDING FINANCIAL RESULTS – 5 DAYS IN ADVANCE, THE DATE OF INTIMATION AND THE DATE OF MEETING TO BE EXCLUDED. DATE OF MEETING TO BE INTIMATED IN THE PRIOR INTIMATION

9. REGULATION 30 – PRESCRIPTIVE IN NATURE
DISCLOSURE OF EVENTS AND INFORMATION
PARA A OF PART A OF SCHEDULE III – TO DISCLOSE WITHOUT APPLYING THE TEST OF MATERIALITY
PARA B OF PART A OF SCHEDULE III – TO DISCLOSE AFTER APPLYING THE TEST OF MATERIALITY
WHEN MATERIAL
OMISSION LEADS TO ALTERATION OR DISCONTINUITY IN INFORMATION AVAILABLE IN THE MARKET
OMISSION OF INFORMATION LEADS TO A SIGNIFICANT MARKET REACTION, WHEN THE INFORMATION COMES TO LIGHT LATER
SUITABLE POLICY ON DECIDING MATERIALITY OF INFORMATION TO BE DRAWN UP. TO BE DISCLOSED ON THE WEBSITE

10. TO IDENTIFY A KEY MANAGEMENT PERSON WHO SHALL BE RESPONSIBLE FOR DETERMINING MATERIALILTY AND DISCLOSURE OF THE INFORMATION
DISCLOSE ALL EVENTS AS PER PART A WITHIN 24 HOURS OF THE OCCURRENCE TO THE STOCK EXCHANGE.
OUTCOME OF BOARD MEETINGS – WITHIN 30 MINUTES OF CONCLUSION OF BOARD MEETING
TO KEEP THE EVENT UPDATED UNTIL IT IS FINALLY RESOLVED
TO HOST THE SAME INFORMATION ON THE WEBSITE FOR A PERIOD OF 5 YEARS AND AFTER WHICH THE SAME MAY BE ARCHIVED – ARCHIVAL POLICY SHALL ALSO BE DISCLOSED

11. TO GIVE INFORMATION REGARDING MATERIAL SUBSIDIARY
TO PROVIDE REPLIES TO ALL QUERIES RAISED BY STOCK EXCHANGES WITH RESPECT TO ANY EVENT
LISTED ENTITY MAY ON ITS OWN INITIATIVE CONFIRM OR DENY ANY EVENT TO THE STOCK EXCHANGE
CAN ALSO REPORT ANY INFORMATION WHICH IS NOT SPECIFIED BUT WHICH MAY HAVE A MATERIAL IMPACT

12. PARA A OF PART A OF SCHEDULE III
ANY ACQUISITION, INCLUDING AN AGREEMENT TO ACQUIRE, AMALGAMATION, MERGER, SALE OF ANY UNIT OR SUBSIDIARY OF THE LISTED ENTITY, DEMERGER/ RESTRUCTURING
ACQUISITION IS ACQUIRING CONTROL OR ACQUIRING 5% OR MORE OF THE SHARES OR VOTING RIGHTS OR CHANGE BY 2% OR MORE IF ALREADY HOLDING
EXAMPLE – KLG SECURITIES – SCOUTING FOR TAKEOVER

13. ISSUANCE OF SECURITIES
TYPE OF ISSUE, NUMBER OF SECURITIES, PRICE, NUMBER OF SHARES, PREFERENTIAL ISSUE, BONUS ISSUE
WHAT ABOUT WITHDRAWAL OF THE ISSUE ? – TO BE DISCLOSED??
FCCB/GDR/ADR ISSUE
DEBT SECURITIES
TENURE, COUPON RATE, SIZE, DELAY IN PAYMENT OF INTEREST OR REPAYMENT OF PRINCIPAL

14. RESTRICTION OF TRANSFERABLITY OF SHARES
SPLIT / CONSOLIDATION
RATIO, RATIONALE, PRE AND POST SHARE CAPITAL, CLASS OF SHARES WHICH IS AFFECTED,NUMBER OF SHARES POST AND PRE SPLIT
BUY BACK
NUMBER, PRICE, ACTUAL SECURITIES BOUGHT BACK AND THE PRE& POST SHAREHOLDING PATTERN
RESTRICTION OF TRANSFERABLITY OF SHARES
AUTHORITY, REASON, NUMBER OF SHARES AFFECTED, PARTIES AFFECTED, TIME PERIOD AND DISTINCTIVE NUMBERS

15. REVISION OF RATINGS
OUTCOME OF BOARD MEETINGS – TO CONTAIN THE TIME OF COMMENCEMENT AND CONCLUSION OF MEETING, WITHIN HALF AN HOUR OF CONCLUSION OF MEETING
DIVIDENDS
BUYBACK
INCREASE IN CAPITAL
REISSUE OF FORFEITED SHARES
FINANCIAL RESULTS
VOLUNTARY DELISTING

16. AGREEMENTS, INCLUDING FAMILY SETTLEMENT AGREEMENTS AND MEDIA COMPANIES
FRAUD OR DEFAULT BY PROMOTER OR KMP OF ANY LISTED ENTITY OR ARREST
AT THE TIME OF OCCURRENCE
NATURE, ESTIMATED IMPACT AND PERSONS INVOLVED AND WHETHER THE FRAUD HAS BEEN REPORTED
SUBSEQUENTLY
ACTUAL AMOUNT INVOLVED , ACTUAL IMPACT AND CORRECTIVE MEASURES
ARREST OF JHANVI GHATKAR / SUMMON OF KMP - RELIANCE

17. CHANGE IN COMPANY SECRETARY, AUDITOR AND COMPLIANCE OFFICER
REASON, DATE OF CHANGE, BRIEF PROFILE AND RELATIONSHIP TO PROMOTERS
CHANGE IN SHARE TRANSFER AGENT
CORPORATE DEBT RESTRUCTURING
ONE TIME SETTLEMENT
REASONS AND SUMMARY

18. REFERENCE TO BIFR AND WINDING UP PETITION
REASONS AND IMPACT
NOTICES, CALL LETTERS SENT TO SHAREHOLDERS, DEBENTURE HOLDERS AND CREDITORS
PROCEEDINGS OF AGMs AND EGMs
DATE OF MEETING, DETAILS OF ITEMS DELIBERATED AND MANNER OF APPROVAL PROPOSED
AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION
ANALYSIS OF INSTITUTIONAL INVESTOR MEET AND PRESENTATION MADE TO THE INSTITUTIONAL INVESTORS – PRACTICAL DIFFICULTIES

19. PARA B
COMMENCEMENT OR POSTPONEMENT OF DATE OF COMMENCEMENT OF COMMERCIAL PRODUCTION
CHANGE IN GENERAL CHARACTER OF BUSINESS
A JOINT VENTURE OR AN ARRANGEMENT
ADOPTION OF A NEW LINE OF BUSINESS
CLOSURE OF ANY OPERATION

20. CAPACITY ADDITION OR A PRODUCT LAUNCH
AWARDING, BAGGING OR RECEIVING ANY ORDER OR AMENDMENT OR TERMINATION TO THE AWARD OR CONTRACT
ANY AGREEMENT WHICH IS BINDING BUT WHICH IS NOT IN THE NORMAL COURSE OF BUSINESS AND REVISION OR TERMINATION TO THIS AGREEMENT

21. DISRUPTION TO OPERATIONS IN ONE OR MORE UNITS DUE TO NATURAL CALAMITY OR DUE TO EVENTS LIKE STRIKES, LOCKOUTS ETC
AT THE TIME OF OCCURRENCE
EXPECTED QUANTUM OF DAMAGE, WHETHER LOSS / DAMAGE IS INSURED, IMPACT ON THE PRODUCTION
AT REGULAR INTERVALS, TILL COMPLETE NORMALCY IS RESTORED
INSURANCE AMOUNT CLAIMED AND REALISED, THE ACTUAL AMOUNT OF DAMAGE CAUSED DUE TO THE NATURAL CALAMITY AND STEPS TAKEN TO RESTORE NORMALCY
WHEN WILL THEY BECOME AWARE????

22. EFFECT DUE TO CHANGE IN REGULATORY FRAMEWORK
LITIGATION / DISPUTE / REGULATORY ACTION
AT THE TIME OF BECOMING A PARTY
TILL THE LITIGATION IS CONCLUEDED OR RESOLVED AT REGULAR INTERVALS
NDTV CASE – ON INCOME TAX DEMAND
FRAUDS / DEFAULTS BY DIRECTORS ( OTHER THAN KMP)

23. PARA C AND D
ANY CHANGE IN TECHNOLOGY, PATENT OR NEW LAW WHICH IS LIKELY TO HAVE AN IMPACT ON THE PRODUCTION
ANY OTHER WHICH THE COMPANY CONSIDERS MATERIAL
ACCUSED OF PLANTING INFORMATION ???

24. RECORD DATE – REGULATION 42
SEVEN WORKING DAYS PRIOR NOTICE
GAP OF 30 DAYS BETWEEN TWO RECORD DATES
BOOK CLOSURE ONLY FOR PHYSICAL SHAREHOLDERS

25. FUNCTIONAL WEBSITE – REGULATION 46
NAME OF THE COMPANY
BUSINESS OF THE COMPANY
TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS
COMPOSITION OF ITS BOARD AND COMMITTEES
CODE OF CONDUCT
VIGIL MECHANISM
FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS
NUMBER OF HOURS ATTENDED AND THE NUMBER OF PROGRAMS
POLICY FOR DETERMINING MATERIAL SUBSIDIARIES
CONTACT DETAILS OF OFFICER HANDLING INVESTOR GRIEVANCE
DEDICATED FOR GRIEVANCE REDRESSAL
FINANCIALS
SHAREHOLDING PATTERN
NEW NAME AND OLD NAME FOR A PERIOD OF ONE YEAR
POLICY ON DEALING WITH RELATED PARTY TRANSACTIONS
AGREEMENTS WITH MEDIA COMPANIES
MATERIAL PRICE SENSITIVE INFORMATION – POLICY
INSTITUTIONAL INVESTORS MEET OR PRESENTATIONS MADE TO ANALYSTS

26. ADVERTISEMENT IN NEWSPAPERS
NOTICE OF BOARD MEETING WHERE FINANCIALS WILL BE DISCUSSED – IMMEDIATELY ON DISCLOSURE TO STOCK EXCHANGE
FINANCIAL RESULTS – WITHIN 48 HOURS
STATEMENT OF DEVIATION AND VARIATION
IN ONE ENGLISH AND VERNACULAR DAILY
REFERENCE TO THE WEBSITE WHERE FULL DETAILS WILL BE AVAILABLE

27. THANK YOU