TaxTMI 
TaxTMI 
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regulations, 2021.
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....e Official Gazette. 3. In the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015,- I. in regulation 2, in sub-regulation (1), a. clause (t), shall be substituted with the following, namely, - "'non-convertible debt securities' means 'debt securities' as defined under the Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;" b. clause (u) shall be substituted with the following, namely, - "'non-convertible redeemable preference shares', ''non-convertible securities', 'perpetual debt instrument' and 'perpetual non-cumulative preference share' shall have the same meaning as assigned to them in the Securities and Exchange Board of India (Issue and Listing of Non- Convertible Securities) Regulations, 2021;" c. in clause (v), the words, numbers and symbols "clause (j) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008, clause (p) of sub-regulation (1) of regulation 2 of the Securities and Exchange Bo....
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....is amendment would be determined on basis of value of principal outstanding of listed debt securities as on March 31, 2021. Explanation (3) - 'Comply or explain' for the purpose of the second proviso to sub-regulation (1A) of regulation 15 shall mean that the entity shall 18ecogniz to comply with the provisions and achieve full compliance by March 31, 2023. In case the entity is not able to achieve full compliance with the provisions, till such time, it shall explain the reasons for such noncompliance/ partial compliance and the steps initiated to achieve full compliance in the quarterly compliance report filed under clause (a), sub-regulation (2) of regulation 27 of these regulations. Explanation (4) - (a) In case of a 'high value debt listed entity' that is a Real Estate Investment Trust (REIT), the Board of the Manager of the Real Estate Investment Trust (REIT), shall comply with regulation 15 to regulation 27 of these regulations related to corporate governance; (b) In case of a 'high value debt listed entity' that is an Infrastructure Investment Trust (InvIT), the Board of the Investment....
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...., the words "DEBT" and "OR NON-CONVERTIBLE REDEEMABLE PREFERENCE SHARES OR BOTH" shall be omitted. XI. in regulation 49, a. sub-regulation (1) shall be substituted with the following, namely, - "(1) The provisions of this chapter shall apply only to a listed entity which has listed its nonconvertible securities on a recognised stock exchange in accordance with Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021." b. sub-regulation (2) shall be omitted. c. the existing Explanation (1) shall be substituted with the following, namely,- "Explanation (1) - For the purpose of this chapter, if the listed entity has listed its non-convertible redeemable preference shares, perpetual non-cumulative preference shares or instruments of nature similar to perpetual non-cumulative preference shares, the reference to "interest" in this chapter shall be read as "dividend"." d. the existing Explanation (2) shall be substituted with the following, namely,- "Explanation (2) - For the purpose of this chapter, "default" shall mean non-payment of&nbs....
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....four hours from the date of occurrence of the event or receipt of information. In case the disclosure is made after twenty-four hours of the date of occurrence of the event or receipt of information, the listed entity shall, along with such disclosures provide an explanation for the delay." c. in sub-regulation (2), the words "issued or is issuing non-convertible debt securities and/or nonconvertible redeemable preference shares" shall be substituted with the words "listed nonconvertible securities". d. after sub-regulation (2), the following new sub-regulation shall be inserted, namely, - "(3) The listed entity shall disclose on its website, all such events or information which have been disclosed to the stock exchange(s) under this regulation and such disclosures shall be hosted on the website of the listed entity for a minimum period of five years and thereafter as per the archival policy of the listed entity, as disclosed on its website." XIV. in regulation 52, a. sub-regulation (1) along with the proviso, shall be substituted with the following, namely, - "(1) The listed entity shall ....
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....the Comptroller and Auditor General of India, the financial results shall be submitted to the Stock exchange(s)within nine months from the end of the financial year." g. in sub-regulation (2), in clause I, the words and symbols "/limited review reports" shall be inserted after the words "audit reports". h. in sub-regulation (2), in clause I, the words "redeemable debentures" shall be substituted with the word "securities". i. in sub-regulation (2), after clause I, the following new clause shall be inserted, namely, - "(f) The listed entity shall also submit as part of its standalone or consolidated financial results for the half year, by way of a note, a statement of assets and liabilities and statement of cash flows as at the end of the half year." j. in sub-regulation (4), the words "half yearly" shall be substituted with the word "quarterly". k. in sub-regulation (4), the following clauses shall be inserted after clause (l), namely, - "(m) current ratio; (n) long term debt to working capital; (o) bad debts to Account receivable ratio; (p) current liability rati....
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....erted before the words "asset cover as per the terms". b. after sub-regulation (2), a new sub-regulation shall be inserted, namely, - "(3) The listed entity shall disclose the asset cover available in case of non-convertible debt securities along with its financial results in the format as specified by the Board." XVII. in regulation 55, the word "debt" shall be omitted. XVIII. in regulation 56, a. in sub-regulation (1), in clause (d), the word "higher" shall be inserted before the words "asset cover as per the terms". b. in sub-regulation (1), in clause (d), the words and symbol "half-yearly financial results" shall be substituted with the words "financial results, in the manner and format as specified by the Board". c. in the proviso after clause (d), the words "half yearly" shall be substituted with the word "this". d. the following new sub-regulation shall be inserted before sub-regulation (2), namely, - "(1A) The listed entity shall also disclose to the Debenture Trustee at the same time as it has intimated to the stock exchange, all material events and/or infor....
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....re regulation 62, the following new regulation shall be inserted, namely, - "Dealing with unclaimed non-convertible securities and benefits accrued thereon 61A. (1) The listed entity shall not forfeit unclaimed interest/dividend/redemption amount. (2) Where the interest/dividend/redemption amount has not been claimed within thirty days from the due date of interest/ dividend / redemption payment, a listed entity shall within seven days from the date of expiry of the said period of thirty days, transfer the amount to an escrow account to be opened by the listed entity in any scheduled bank: Provided that the interest/ dividend/ redemption amount that is unclaimed and outstanding for a period of less than seven years as on the date of notification of this sub-regulation shall be transferred to the escrow account within thirty days, where it shall remain for the intervening period up to seven years. (3) Any amount transferred to the escrow account that remains unclaimed for seven years shall be transferred to the 'Investor Education and Protection Fund' constituted in terms of section 125 of the ....
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....n 24A of these regulations; (g) policy on dealing with related party transactions; (h) policy for determining 'material' subsidiaries; (i) details of familiarization programmes imparted to independent directors including the following details:- (i) number of programmes attended by the independent directors (during the year and on a cumulative basis till date), (ii) number of hours spent by the independent directors in such programmes (during the year and on cumulative basis till date), and (iii) other relevant details." h. in sub-regulation (2), the words and symbols "sub-regulation (1)" shall be substituted with words and symbols "sub-regulations (1) and (1A)". i. after sub-regulation (3), the following new sub-regulation shall be inserted, namely, - "(4) The listed entity shall update any change in the content of its website within two working days from the date of such change in content." XXIV. in regulation 63, a. in sub-regulation (1), the word "Entity" shall be substituted with the words "An entity" and the words and symbols "debt" and "or 'non....
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....ngs of the board of directors to the Exchange(s), within thirty minutes of the closure of the meeting, held to consider the following: a. the decision with respect to fund raising proposed to be undertaken by way of nonconvertible securities; b. financial results: Provided that in case of board meetings being held for more than one day, the financial results shall be disclosed within thirty minutes of end of the meeting for the day on which it has been considered." l. in para A, after clause 16, the following shall be inserted, namely: "(17) fraud/defaults by promoter or key managerial personnel or director or employees of listed entity or by listed entity or arrest of key managerial personnel or promoter; (18) change in directors, key managerial personnel (Managing Director, Chief Executive Officer, Chief Financial Officer , Company Secretary etc.), Auditor and Compliance Officer; (19) in case of resignation of the auditor of the listed entity, detailed reasons for resignation of auditor, as given by the said auditor, shall be disclosed by the listed entities to the stock ex....
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....bunal or rejection, if applicable; l) Specific features and details of the resolution plan as approved by the Adjudicating Authority under the Insolvency Code, not involving commercial secrets, including details such as: (i) Pre and Post net-worth of the company; (ii) Details of assets of the company post CIRP; (iii) Details of securities continuing to be imposed on the companies' assets; (iv) Other material liabilities imposed on the company; (iv) Detailed pre and post shareholding pattern assuming 100% conversion of convertible securities; (vi) Details of funds infused in the company, creditors paid-off; (vii) Additional liability on the incoming investors due to the transaction, source of such funding etc.; (viii) Impact on the investor - revised P/E, RONW ratios etc.; (ix) Names of the new promoters, key managerial persons(s), if any and their past experience in the business or employment. In case where promoters are companies, history of such company and names of natural persons in control; (x) Brief description of business strategy. (25) in....
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....sting Obligations and Disclosure Requirements) (Amendment) Regulations, 2017 vide notification no. SEBI/LAD/NRO/GN/2016-17/029. f) March 6, 2017 by the Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017 vide Notification No. LAD-NRO/GN/2016- 17/037 read with March 29, 2017 by Securities and Exchange Board of India (Payment of Fees and Mode of Payment) (Amendment) Regulations, 2017 vide notification no. SEBI/LAD/NRO/GN/2016-17/38. g) May 9, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 vide notification no. SEBI/LAD-NRO/GN/2018/10. h) May 30, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2018 vide notification no. SEBI/LAD-NRO/GN/2018/13. i) June 1, 2018 by the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2018 vide notification no. SEBI/LAD-NRO/GN/2018/21. j) June 8, 2018 by the Securities and Exchange Boar....