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Non-compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Standard Operating Procedure for suspension and revocation of trading of specified securities

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....ith certain provisions of the Listing Regulations and the standard operating procedure for suspension of trading in case the non-compliance is continuing and/or repetitive. 2. Thereafter, SEBI had issued another Circular bearing reference number SEBI/HO/CFD/CIR/P/2016/116 dated October 26, 2016 advising the manner of freezing of holdings of the promoter and promoter group of a listed entity that failed to pay fines levied by the stock exchange(s). 3. On the basis of the experience gained and to streamline the process, to maintain consistency and to adopt a uniform approach in the matter of levy of fines for non-compliance with certain provisions of the Listing Regulations, the manner of suspension of trading of securities of a listed entity and the manner of freezing the holdings of the promoter and promoter group of a non-compliant listed entity, it has been decided to issue the present Circular, in supersession of the said Circulars bearing reference numbers CIR/CFD/CMD/12/2015 dated November 30, 2015 and SEBI/HO/CFD/CIR/P/2016/116 dated October 26, 2016. 4. Henceforth, the stock exchanges shall, having regard to the interests of investors and the securities market: ....

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.... Finance Department   ANNEXURE I ACTION TO BE TAKEN IN CASE OF NON-COMPLIANCES 1. The recognized stock exchanges shall take action for non-compliance with the provisions of the Listing Regulations by a listed entity as under: Sl. No. Regulation Fine payable and/or other action to be taken for non-compliance in respect of listed entity 1.   Regulation 6(1) Non-compliance with requirement to appoint a qualified company secretary as the compliance officer  Rs. 1,000 per day 2.   Regulation 7(1) Non-compliance with requirement to appoint share transfer agent  Rs. 1,000 per day 3.   Regulation 13(1)/ 13(3) Failure to ensure that adequate steps are taken for expeditious redressal of investor complaints Non-submission of the statement on shareholder complaints within the period prescribed under this regulation or under any circular issued in respect of redressal of investor grievances  Rs. 1,000 per day 4.   Regulation 17(1) Non-compliance with the requirements pertaining to the composition of the Board including failure to appoint woman director  Rs. 5,000 p....

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....sory/warning letter exceeding the four advisory/ warning letters in a financial year   2. Concerned recognized stock exchange(s) shall display on their website non-compliance by the listed entity and details of fine levied/ action taken.   3. The amount of fine realized as per the above structure shall be credited to the "Investor Protection Fund" of the concerned recognized stock exchange. 4. The fines specified above shall continue to accrue till the time of rectification of the non-compliance to the satisfaction of the concerned recognized stock exchange or till the scrip of the listed entity is suspended from trading for non-compliance with aforesaid provisions. Such accrual shall be irrespective of any other disciplinary/enforcement action(s) initiated by recognized stock exchange(s)/SEBI. 5. Every recognized stock exchange shall review the compliance status of the listed entities within 15 days from the date of receipt of information and shall issue notices to the non-compliant listed entities to ensure compliance and collect fine as per this circular within 15 days from the date of such notice. While issuing the said notice, the recognized stock e....

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....ocedure prescribed at paragraph B below. 2. Criteria for suspension of the trading in the shares of the listed entities: (a) Failure to comply with regulation 17(1) with respect to board composition including appointment of woman director for two consecutive quarters; (b) Failure to comply with regulation 18(1) with respect to constitution of audit committee for two consecutive quarters; (c) failure to comply with regulation 27(2) with respect to submission of corporate governance compliance report for two consecutive quarters; (d) failure to comply with regulation 31 with respect to submission of shareholding pattern for two consecutive quarters; (e) failure to comply with regulation 33 with respect to submission of financial results for two consecutive quarters; (f) failure to comply with regulation 34 with respect to submission of Annual Report for two consecutive financial years; (g) failure to submit information on the reconciliation of shares and capital audit report, for two consecutive quarters; (h) receipt of the notice of suspension of trading of that entity by any other recognized stock exchange o....

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.... the non-compliant listed entity calling upon it to comply with respective requirement(s) and pay the applicable fine within 21 days of the date of the intimation. While issuing the said intimation, the recognized stock exchange(s) shall also inform other recognized stock exchange(s) where the shares of the non-compliant entity are listed to ensure that the date of suspension is uniform across all the recognised stock exchange(s). Simultaneously, the recognized stock exchange(s) shall give a public notice on its website proposing possible suspension of trading in the shares of the non-compliant listed entity. ii. If the non-compliant listed entity complies with respective requirement(s) and pays fine two working days before the proposed date of suspension, the trading in its shares shall not be suspended and the concerned recognized stock exchange(s) shall give a public notice on its website informing compliance by the listed entity. While issuing the said notice, the recognized stock exchange(s) shall send intimation of notice to other recognized stock exchange(s) where the shares of the entity are listed. Simultaneously, the recognized stock exchange(s) shall intimate th....