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SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Act ID: 2015

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

"Regulations to consolidate and streamline the provisions of existing listing agreements for different segments of the capital market."

Table of Contents

128 Sections

Ch. IP

reliminary

S.2Definitions S.3Applicability of the regulations S.104[Reserved]S.105[Reserved]S.106[Reserved]

Ch. IIP

rinciples Governing Disclosures and Obligations of Listed Entity

S.4Principles governing disclosures and obligations

Ch. IIICo

mmon Obligations of Listed Entities

S.5General obligation of compliance S.6Compliance Officer and his Obligations S.7Share Transfer Agent S.8Co-operation with intermediaries registered with the Board S.9Preservation of documents S.10Filing of information S.11Scheme of Arrangement S.13Grievance Redressal Mechanism S.14Fees and other charges to be paid to the recognized stock exchange(s)

Ch. IVO

bligations of Listed Entity Which has Listed Its Specified Securities

S.15Applicability S.16Definitions S.17Board of Directors S.17A[ Maximum number of directorships. [Inserted by Notification No. SEBI/LAD-NRO/GN/2018/10, dated 9.5.2018 (w.e.f. 2.9.2015).]S.18Audit Committee S.19Nomination and remuneration committee S.20Stakeholders Relationship Committee S.21Risk Management Committee S.22Vigil mechanism S.23Related party transactions S.24Corporate governance requirements with respect to subsidiary of listed entity S.24A[ Secretarial Audit. [Inserted by Notification No. SEBI/LAD-NRO/GN/2018/10, dated 9.5.2018 (w.e.f. 2.9.2015).]S.25Obligations with respect to independent directors S.26[ Obligations with respect to employees including senior management, key managerial persons, directors and promoters.] [Substituted by Notification No. SEBI/LAD-NRO/GN/2016-17/025, dated 3.1.2017 (w.e.f. 2.9.2015).]S.27Other corporate governance requirements S.28In-principle approval of recognized stock exchange(s)S.29Prior Intimations S.30Disclosure of events or information S.31Holding of specified securities and shareholding pattern S.31A[ Conditions for re-classification of any person as promoter / public. [Substituted by Notification No. SEBI/LAD-NRO/GN/2018/47, dated 16.11.2018 (w.e.f. 2.9.2015).]S.32Statement of deviation(s) or variation(s)S.33Financial results S.34Annual Report S.35Annual Information Memorandum S.36Documents &Information to shareholders S.37Draft Scheme of Arrangement &Scheme of Arrangement S.38Minimum Public Shareholding S.39Issuance of Certificates or Receipts/Letters/Advices for securities and dealing with unclaimed securities S.40Transfer or transmission or transposition of securities S.41Other provisions relating to securities S.41A[ Other provisions relating to outstanding SR equity shares. [Inserted by Notification No. SEBI/LAD-NRO/GN/2019/28, dated 29.7.2019 (w.e.f. 2.9.2015).]S.42Record Date or Date of closure of transfer books S.43Dividends S.43A[ Dividend Distribution Policy. [Inserted by Notification No. SEBI/LAD-NRO/GN/2016-17/008, dated 17.6.2016 (w.e.f. 2.9.2015).]S.44[ Meetings of shareholders and voting.] [Substituted 'Voting by shareholders.' by Notification No. SEBI/LAD-NRO/GN/2018/10, dated 9.5.2018 (w.e.f. 2.9.2015).]S.45Change in name of the listed entity S.46Website S.47Advertisements in Newspapers S.48Accounting Standards

Ch. VO

bligations of Listed Entity Which has Listed its Non-Convertible Debt Securities or Non-Convertible Redeemable Preference Shares or Both

S.49Applicability S.50Intimation to stock exchange(s)S.51Disclosure of information having bearing on performance/operation of listed entity and/or price sensitive information S.52Financial Results S.53Annual Report S.54Asset Cover S.55Credit Rating S.56Documents and Intimation to Debenture Trustees S.57Other submissions to stock exchange(s)S.58Documents and information to holders of non-convertible debt securities and non-convertible preference shares S.59Structure of non convertible debt securities and non convertible redeemable preference shares S.60Record Dat S.61Terms of non convertible debt securities and non convertible redeemable preference shares S.62Website

Ch. VIO

bligations of Listed Entity Which has Listed its Specified Securities and Either Non-Convertible Debt Securities or Non-Convertible Redeemable Preference Shares or Both

S.63Applicability of Chapters IV and V S.64Delisting

Ch. VIIO

bligations of Listed Entity Which has Listed its Indian Depository Receipts

S.65Applicability S.66Definitions S.67General Obligations of listed entity S.68Disclosure of material events or information S.69Indian Depository Receipt holding pattern & Shareholding details S.70Periodical Financial Results S.71Annual Report S.72Corporate Governance S.73Documents and Information to IDR Holder S.74Equitable Treatment to IDR Holders S.75Advertisements in Newspapers S.76Terms of Indian Depository Receipts S.77Structure of Indian Depository Receipts S.78Record Date S.79Voting S.80Delisting of Indian Depository Receipt

Ch. VIIIO

bligations of Listed Entity Which has Listed its Securitised Debt Instruments

S.81Applicability S.82Intimation and filings with stock exchange(s)S.83Disclosure of information having bearing on performance/operation of listed entity and/or price sensitive information S.84Credit Rating S.85Information to Investors S.86Terms of Securitized Debt Instruments S.87Record Date S.87AApplicability S.87BIntimations and Disclosure of events or information to Stock Exchanges S.87CValuation, Rating and NAV disclosure S.87DTerms of Security Receipts S.87ERecord Date

Ch. IXO

bligations of Listed Entity Which has Listed its Mutual Fund Units

S.88Applicability S.89Definitions S.90Submission of Documents S.91Dissemination on the website of stock exchange(s)

Ch. XDu

ties and Obligations of the Recognised Stock Exchange(S)

S.92Dissemination S.93Transferability S.94Draft Scheme of Arrangement & Scheme of Arrangement S.95[ Statement on Impact of Audit Qualifications accompanying Annual Audit Report. [Substituted by Notification No. SEBI/LAD-NRO/GN/2016-17/001, dated 10.5.2016 (w.e.f. 2.9.2015).]S.96Grievance Redressal S.97Monitoring of Compliance/Non Compliance & Adequacy/Accuracy of the disclosures

Ch. XIP

rocedure For Action in Case of Default

S.98Liability for contravention of the Act, rules or the regulations S.99Failure to pay fine

Ch. XIIMis

cellaneous

S.100Amendments to other regulations S.101Power to remove difficulties S.102Power to relax strict enforcement of the regulations S.103Repeal and Savings

Ch. 18

Part A – Disclosures of Events Or Information: Specified Securities [See Regulation 30]

S.1Acquisition(s) (including agreement to acquire), Scheme of Arrangement (amalgamation/ merger/ demerger/restructuring), or sale or disposal of any unit(s), division(s) or subsidiary of the listed entity or any other restructuring S.12Granting, withdrawal , surrender , cancellation or suspension of key licenses or regulatory approvals

Ch. XILis

ting of Securities on Stock Exchanges

S.12AAllotment of securities and payment of interest. - (1) The Issuer shall ensure that that in case of listing of debt securities issued to public, allotment of securities offered to public shall be made within thirty days of the closure of the public issue S.16AListing Agreement. - (1) Every issuer desirous of listing its non-convertible redeemable preference shares, or perpetual noncumulative preference shares or innovative perpetual debt instruments on a recognised stock exchange, shall execute an agreement with such stock exchange S.16BSecurity Deposit. - (1) The issuer shall deposit, before the opening of subscription list, and keep deposited with the stock exchange(s) an amount calculated at the rate of one per cent. of the amount of securities offered for subscription to the public S.19AListing Agreement. - (1) Every issuer desirous of listing its debt securities on a recognised stock exchange shall execute an agreement with such stock exchange S.19BSecurity Deposit. - (1) The issuer shall deposit, before the opening of subscription list, and keep deposited with the stock exchange(s) an amount calculated at the rate of one per cent. of the amount of securities offered for subscription to the public S.31BListing Agreement. - (1) Every mutual fund desirous of listing units of its schemes on a recognised stock exchange shall execute an agreement with such stock exchange S.35AListing Agreement. - (1) Every special purpose distinct entity desirous of listing securitised debt instruments on a recognised stock exchange, shall execute an agreement with such stock exchange S.35BSecurity Deposit. - (1) The issuer shall deposit, before the opening of subscription list, and keep deposited with the stock exchange(s) an amount calculated at the rate of one per cent. of the amount of securities offered for subscription to the public S.107In-principle approval of recognized stock exchange(s). - (1) The issuer or the issuing company, as the case may be, shall obtain in-principle approval from recognised stock exchange as follows:S.108Application for Listing. - (1) The issuer or the issuing company, as the case may be, shall complete the pre-listing formalities within the time lines specified by the Board from time to time S.109Listing Agreement. - (1) Every issuer or the issuing company desirous of listing its securities on a recognised stock exchange shall execute a listing agreement with such stock exchange S.110Obligation of stock exchange(s). - The stock exchange(s) shall grant in-principle approval/list the securities or reject the application for in principle approval /listing by the issuer or issuing company, as the case maybe, within thirty days from the later of the following dates: