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SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015
©Savithri Parekh
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Few Terms Designated Securities- Regulation 3
Specified Securities- Regulation 4 Key Managerial Personnel Related Party Material Subsidiary Securities Laws
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Few important issues Basis of Law- Principles or rules
Agreement with STA Participation of shareholders Minutes- dissenting opinion Whistleblower policy Disclosure of interest Functions of board- overseeing process of disclosure and communication
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Framework of compliances
Calendar based Event based Website disclosures
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Event based disclosures
Requiring board approval and required to be disclosed within 30 minutes Requiring board approval but requiring disclosure within 24 hours Not requiring board approval and requiring disclosure within 24 hours
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Event based disclosures
Arrest of KMP, promoter etc Requiring board approval but requiring disclosure within 24 hours Not requiring board approval and requiring disclosure within 24 hours
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Compliance Officer Preservation of documents Dividend exceeding Rs. 1,500 Definition of independent director Constitution of committees
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Challenges Related party transactions
Definition of Independent director – provider of services {Regulation 16(1)(b)(E)} or Customer ??? Fees or COMPENSATION payable to the non executive directors require approval of the shareholders Presence of chairman of Committees Material subsidiary Intimation on Winding up petition filed against the company
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Process to be followed by corporates
Defining a mechanism to collect and collate information Scanning of such information on the threshold of materiality Disclosure Check if such information is covered under Schedule A to the SEBI(PIT) Regulations, 2015 Check if any further disclosures are triggered due to SEBI (PIT) Regulations
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De minimis clause Seeking deferment orders
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Only listed entities to be considered
Quarterly report to include RPT compliances Record date Vs Book closure
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