SEBI - Listing Regulation - 2015 - Common Obligation of Listed Entities

DIVESH GOYAL
Mob: +918130757966
csdiveshgoyal@gmail.com
Practicing Company Secretary

GOYAL DIVESH& ASSOCIATES
SEBI LISTING REGULATIONS COMMON

OBLIGATIONS OF LISTED ENTITIES
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations)
LODR- SERIES- I
Presently, a private agreement between Stock Exchange and listed company govern all listing
obligation and disclosure requirement. This listing agreement like any other agreement among parties
creates civil obligation in case of any violation of the agreement.
Now, Securities and Exchange Board of India took direct regulatory role over the listed entities in
India. Securities and Exchange Board of India notified in official gazette its SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015 on 2nd September 2015.
Date of Publication in Official Gazette:

Date of Applicability:
September 2, 2015
December 1, 2015
APPLICABILITY OF THE REGULATIONS:Any listed Entity who has following 1Designated Security Listed on any 2Recognize Stock
Exchange:
a) Specified Securities Listed On:
Main Board
SME Exchange
Institutional Trading Platform
b) Non-convertible debt securities
c) Non-convertible redeemable preference shares
d) Perpetual debt instrument
e) Perpetual non-cumulative preference shares
1
Specified securities, non-convertible debt securities, non-convertible redeemable preference shares, perpetual debt
instrument, perpetual non-cumulative preference shares, Indian depository receipts, securitized debt instruments,
units issued by mutual funds and any other securities as may be specified by the Board. [Regulation 2(1) (h) of SEBI
(LODR) Regulations, 2015]
2
As per The Securities Contracts (Regulation) Act, 1956, Recognized Stock Exchange [Section 2(f)] means a stock
exchange which is for the time being recognized by the Central Government under Section 4 of the Act.
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DIVESH GOYAL
Mob: +918130757966

f)
g)
h)
i)
Indian depository receipts

Securitized debt instruments
Units issued by mutual funds
Any other securities as may be specified by the Board
5. COMMON OBLIGATIONS OF LISTED ENTITIES:

The listed entity shall ensure that 3Key Managerial Personnel, Directors, 4Promoters or 5Any
Other Person dealing with the listed entity, complies with responsibilities or obligations, if
any, assigned to them under these regulations.
6. COMPLIANCE OFFICER AND HIS OBLIGATIONS:6
A listed entity shall appoint a qualified Company Secretary as the Compliance Officer. It is
mandatory for listed entity to Appoint Company Secretary as Compliance Officer.
Responsibility of Compliance Officer:
1. Coordinator: Co-ordination with and Reporting to following below mention with respect to
compliance with rules, Regulations and other directives of these authorities in manner as
specified from time to time:
Board of Directors
Recognize Stock Exchange
Section 2(51) of Companies Act, 2013key managerial personnel, in relation to a company, means
(i) the Chief Executive Officer or the managing director or the manager; (ii) the company secretary; (iii) the whole-time
director; (iv) the Chief Financial Officer; and (v) such other officer as may be prescribed;
4
(w)"promoter" and "promoter group" shall have the same meaning as assigned to them respectively in clauses (za)
and (zb) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009- Define at the end of the Article.
5
Compliance Officer, Debenture Trustee, Security Holder, Stock Exchange
Company Secretary or secretary means a company secretary as defined in clause (c) of sub-section (1) of section 2
of the Company Secretaries Act, 1980 who is appointed by a company to perform the functions of a Company
Secretary under this Act;
As per Company Secretary Act, "Company Secretary" means a person who is a member of the Institute of Company
Secretary of INDIA
DIVESH GOYAL
Mob: +918130757966

2. Ensuring conformity with the regulatory provisions applicable to the Listed Entity in letter
and spirit.
3. Correctness of Information, Statements and Reports filed by the Listed Entity: Ensuring that the
correct procedures have been followed that would result in the Correctness, Authenticity
and Comprehensiveness of the Information, Statements and Reports filed by the Listed
Entity under these regulations.
4. Grievance Redressal Division: Monitoring email address of Grievance Redressal division as
designated by the listed entity for the purpose of registering complaints by investors.
Non-applicability of provision of Compliance Officer:

The requirements of this regulation shall not be applicable in the case of units issued by
mutual funds which are listed on recognized stock exchange(s).
But same shall be governed by the provisions of the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996.
CLARITY:
It is clear that from the SEBI (LODR) responsibility of Company Secretary has been
increased. Like: It is responsibility of the company secretary to ensure that the entity is in
compliance with all the regulatory provisions applicable on the Company, that correct
procedure has been followed for the information, statement and the reports filed by the
listed entity under these regulations.
7. SHARE TRANSFER AGENT:The listed entity shall appoint a Share Transfer Agent or Manage the Share Transfer Facility
In-House. The listed entity shall ensure that all activities in relation to both physical and
electronic share transfer facility are maintained either in house or by Registrar to an issue
and share transfer agent registered with the Board.
Mandatory Requirement to appoint Share Transfer Agent:
Company can manage in house Share Transfer Facility. But AS AND WHEN THE
TOTAL NUMBER OF HOLDERS OF SECURITIES OF THE LISTED ENTITY EXCEEDS
ONE LAC,
the listed entity shall either appoint Registrar to an issue and share transfer agent registered
with the Board or register with the Board as a Category II share transfer agent.
DIVESH GOYAL
Mob: +918130757966

Submission a Compliance Certificate to the Exchange:
The listed entity shall submit a compliance certificate to the exchange signed by both the
Compliance Officer of the listed entity and the Authorized Representative of the share
transfer agent.
The listed entity shall submit within One Month of end of each half of the financial year,
certifying compliance with the requirements of subregulation (2).
Alteration in Share Transfer Agent:
In case of any change or appointment of a new share transfer agent, the listed entity shall
enter into a TRIPARTITE AGREEMENT between
9 Existing Share Transfer Agent; and
9 New Share Transfer Agent; and
9 Listed Entity
In case the existing share transfer facility is managed in-house, the agreement referred
above shall be entered into between
9 Listed Entity; and
9 New share Transfer Agent
Intimation to Board of Director:
The copy of Agreement will be placed before the Board of Directors in subsequent Board
Meeting of the Company.
Intimation to Stock Exchange:
The Listed entity shall intimate such appointment, to the Stock Exchange(s) within 7 (Seven)
days on entering into agreement.
8.
mutual funds which are listed on recognized stock exchange(s).
CO-OPERATION WITH INTERMEDIARIES REGISTERED WITH THE BOARD:

The listed entity, wherever applicable, shall co-operate with and submit correct and adequate
information to the intermediaries registered with the Board (such as given below) within
timelines and procedures specified under the Act, regulations and circulars issued there under:
9 Credit Rating Agencies;
9 Registrar to an Issue and Share Transfer Agents;
9 Debenture Trustee; etc.
DIVESH GOYAL
Mob: +918130757966

mutual funds which are listed on recognized stock exchange(s).Exchange Board of India
(Mutual Funds)
Regulations, 1996 shall be applicable.
9.
PRESERVATION OF DOCUMENTS :
The listed entity shall have a POLICY for preservation of documents, approved by its board
of directors. Listed entity may keep documents in electronic mode. Company will classifying
them in at least Two categories as followsDocuments whose preservation shall be
PERMANENT IN NATURE ;
Documents with preservation period of

NOT LESS THAN EIGHT YEARS after
completion of the relevant transactions
10. FILING OF INFORMATION:

9 The listed entity shall file the reports, statements, documents, filings and any other
information with the recognized stock exchange(s) on the Electronic Platform as
specified by the Board or the recognized stock exchange(s).
9 The listed entity shall put in place infrastructure as required for compliance with subregulation (1).
11. APPLICABILITY OF SCHEME OF ARRANGEMENT:

The listed entity shall ensure that any scheme of arrangement /amalgamation /merger
/reconstruction /reduction of capital etc. to be presented to any Court or Tribunal does not
in any way violate, override or limit the provisions of securities laws or requirements of the
stock exchange(s).
12. PAYMENT OF
DIVIDEND OR INTEREST OR REDEMPTION OR REPAYMENT:-
Modes for Payment:

The listed entity shall use any of the electronic mode of payment facility approved by the
Reserve Bank of India, in the manner specified in Schedule I, for the payment of the
following:
i.
ii.
PAYMENT OF DIVIDEND OR INTEREST OR REDEMPTION OR REPAYMENT:Dividend
DIVESH GOYAL
Mob: +918130757966

iii.
iv.
Interest
Redemption or Repayment of amounts
Modes of Payment if Electronic mode is not possible: Where it is not possible to use electronic
mode of payment then payment can be made by following:
Payable-at-Par Warrants
i.
ii.
Cheques
Note:
Where the amount payable as dividend exceeds one thousand and five hundred rupees, the
payable-at-par warrants or cheques shall be sent by Speed Post.
13. GRIEVANCE REDRESSAL MECHANISH: The listed entity shall ensure that Adequate Steps Are Taken for expeditious
redressal of investor complaints.
Registration of Company: The listed entity shall ensure that it is registered on the SCORES
platform or such other electronic platform or system of the Board as shall be mandated from
time to time, in order to handle investor complaints electronically in the manner specified
by the Board.
Reporting with Stock Exchange:
The listed entity shall file with the recognized stock exchange(s) on a QUARTERLY
BASIS,
within twenty one days from the end of each quarter,
a statement giving
The number of investor complaints pending at the beginning of the quarter,
Those received during the quarter,
Disposed of during the quarter and
Those remaining unresolved at the end of the quarter.
Reporting to Board of Director: The above mention statement shall be placed, on Quarterly
Basis, before the board of directors of the listed entity.
14. FEES AND
OTHER CHARGES
EXCHANGE(S):-
TO BE
PAID
TO THE
RECOGNIZED STOCK
The listed entity shall pay all such fees or charges, as applicable, to the recognized stock
exchange(s), in the manner specified by the Board or the recognized stock exchange(s).
DIVESH GOYAL
Mob: +918130757966

CONCLUSION:
Above given are the 10 (Ten) Common Obligation on Listed Companies as per List SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. The above given
regulation are applicable on each and every security issued by listed entity. Security
Specific Obligation on Listed Company will discuss in my Next Article.
Requirement of Intimation to Stock Exchange as per Regulation No. 5 14:

S.
No.
1.
Regulation
No.
7(3)
2.
7(5)
3.
10(1)
4.
13(3)
Particular of Regulation
The listed entity shall submit a compliance
certificate to the exchange signed by both the
compliance officer of the listed entity and the
authorized representative of the share transfer
agent
In case of any change or appointment of a new
share transfer agent, the listed entity shall
enter into a TRIPARTITE AGREEMENT. The
Listed entity shall intimate such appointment, to
the Stock Exchange(s).
The listed entity shall file the reports,
statements, documents, filings and any other
information with the recognised stock
exchange(s) on the electronic platform as
specified by the Board or the recognized stock
exchange(s)
The listed entity shall file with the recognized
stock exchange(s) on a QUARTERLY BASIS
statement giving
The number of investor complaints pending
at the beginning of the quarter,
Those remaining unresolved at the end of
the quarter
Time Period of filing of

Certificate
The listed entity shall
submit within one
month of end of each
half of the financial
year
Intimation within 7
(Seven) days on
entering into
agreement
As specivied with
Board and recognized
stock exchange.
Within
21
days
(Twenty One days)
from the end of each
quarter
DIVESH GOYAL
Mob: +918130757966

Requirement of Intimation to Board of Directors in Regulation No. 5 14:

S.
No.
1.
2.
Regulation
No.
7(6)
13(4)
Particular of Regulation
Time Period of filing of

Certificate
In case of any change or appointment of a new In Subsequent Board
share transfer agent, the listed entity shall Meeting
of
the
enter into a TRIPARTITE AGREEMENT. The Company
copy of same placed before the Board of
Directors.
The listed entity shall placed before Board of Place on Quarterly
Basis,
before
the
Directors:
Board of Directors of
statement giving
The number of investor complaints pending the listed entity
at the beginning of the quarter,
Those remaining unresolved at the end of the
quarter
Promoter:
Promoter includes:
(i) the person or persons who are in control of the issuer;
(ii) the person or persons who are instrumental in the formulation of a plan or programme pursuant
to which specified securities are offered to public;
(iii) the person or persons named in the offer document as promoters:
A director or officer of the issuer or a person shall not be deemed as a promoter, if such director or officer
or person is acting as such merely in his professional capacity. A financial institution, scheduled bank,
foreign portfolio investor other than Category III foreign portfolio investor, and mutual fund shall not be
deemed to be a promoter merely by virtue of the fact that ten percent or more of the equity share capacity
of the issuer is held by such person. A financial institution, scheduled bank and foreign portfolio investor
other than Category III foreign portfolio investor shall be treated as promoter for the subsidiaries or
companies promoted by them or for mutual fund sponsored by them.
CONCLUSION:
The alignment of the Listing Regulations with the Companies Act 2013 is a step in the right direction by
SEBI and will go a long way in removing the ambiguity and confusion with respect to the Listing
Regulations. Further, consolidation of different provisions of the listing agreements with respect to
different securities is also a positive step and will ensure ease for companies who intend to list themselves
on various stock exchanges.
DIVESH GOYAL
Mob: +918130757966

(Author CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from
Delhi and can be contacted at csdiveshgoyal@gmail.com)
Disclaimer: The entire contents of this document have been prepared on the basis of relevant
provisions and as per the information existing at the time of the preparation. The observations of the
author are personal view and the authors do not take responsibility of the same and this cannot be quoted
before any authority without the written

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DIVESH GOYAL

Practicing Company Secretary

SEBI LISTING REGULATIONS COMMON

Date of Publication in Official Gazette:

Practicing Company Secretary

Indian depository receipts

5. COMMON OBLIGATIONS OF LISTED ENTITIES:

6. COMPLIANCE OFFICER AND HIS OBLIGATIONS:6

Compliance Officer, Debenture Trustee, Security Holder, Stock Exchange

Practicing Company Secretary

Non-applicability of provision of Compliance Officer:

Practicing Company Secretary

CO-OPERATION WITH INTERMEDIARIES REGISTERED WITH THE BOARD:

Practicing Company Secretary

Documents with preservation period of

10. FILING OF INFORMATION:

11. APPLICABILITY OF SCHEME OF ARRANGEMENT:

DIVIDEND OR INTEREST OR REDEMPTION OR REPAYMENT:-

Modes for Payment:

PAYMENT OF DIVIDEND OR INTEREST OR REDEMPTION OR REPAYMENT:Dividend

Practicing Company Secretary

Practicing Company Secretary

Requirement of Intimation to Stock Exchange as per Regulation No. 5 14:

Time Period of filing of

Practicing Company Secretary

Requirement of Intimation to Board of Directors in Regulation No. 5 14:

Time Period of filing of

Practicing Company Secretary

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