Chapter

Particulars

I

Preliminary

• Definitions: Terms already defined under the Co Act or various SEBI Regulations linked to the same (instead of repetition / conflict therewith)

II

Guiding principles

• Broad principles (in line with IOSCO Principles) for periodic disclosures - Principles governing disclosures and obligations
• Principles of corporate governance (in line with OECD principles) - Compliance with corporate governance to achieve the objectives of the certain principles
• In case of ambiguity or incongruity between the principles and relevant regulations→ the principles specified in Ch II shall prevail

III

Common Obligations applicable to all Listed entities

• appointment of a qualified company secretary as the compliance officer
• appointment of a share transfer agent / manage the share transfer facility in-house and provide a ½ yearly compliance certificate within 1 month
• Cooperate with intermediaries, where necessary
• Preservation of documents, whether permanent or for 8 years; electronic mode possible
• filing on electronic form,
• Scheme of arrangement not in violation of securities laws / requirements of SEs, (Exception: units of MF listed on RSE)
• Mode of payment of dividend or interest or redemption or repayment: electronic or ‘payable-at-par’ warrants / cheques; warrants / cheques > ₹ 1500 → to be sent by speed post
• mandatory registration on SCORES etc. and quarterly status statement within 21 days
• Shall pay all the fees or charges as applicable.

IV

Obligations of Listed Entity which has listed the following :

Specified securities (i.e. ‘equity shares’ and ‘Convertible Securities’ as defined under ICDR Regulations) registered on :

• Main Board
• SME Exchange
• Institutional Trading Platform

V

Obligations of Listed Entity which has listed the following :

• NCDs
• NCRPS
• Both

VI

Obligations of Listed Entity which has listed the following :

• Specified securities AND
  Either :
• NCDs,
• NCRPS,
• Both

VII

Obligations of Listed Entity which has listed IDRs

VIII

Obligations of Listed Entity which has listed Securitized Debt

VIIIA

Obligations of Listed Entity which has listed Security Receipts

IX

Obligations of Listed Entity which has listed Mutual Fund Units

X

Duties and obligations of the Recognized Stock Exchange(s) w.r.t.

• Dissemination of information, filings, etc
• Transferability of listed securities
• Draft / final scheme of arrangement
• Statement on Impact of Audit Qualifications accompanying Annual Audit Report Grievance redressal
• Monitoring compliance, disclosures

XI

Procedure for action in case of default

• Liability for contravention of the Act, rules or regulations
• Failure to pay fine

XII

Miscellaneous

• Amendments to other SEBI Regulations, viz.

• Issue of Capital and Disclosure Requirements Regulations
• Issue and Listing of Debt Securities Regulations
• Issue and Listing of Non-Convertible Redeemable Preference Shares Regulations
• Public Offer and Listing of Securitised Debt Instruments Regulations
• Mutual Fund Regulations

• Power to remove difficulties
• Power to relax strict enforcement of the regulations
• Repeal and Savings

Particulars

Requirement

Composition of Board

Woman director - at least 1 - to be appointed on or before 31^st March 2015

EDs → < 50% of BoD (implied)

NEDs → = 50% of BoD

IDs → = 1/3 of BoD

If Chairperson NED, AND not a promoter / related to promoter or person occupying management position at BoD /one level below BoD

IDs → = ½ of BoD

If No regular NED Chairperson OR Chairperson NED, being a promoter / related to promoter or person occupying management position at BoD /one level below BoD

“related to any promoter"

• if the promoter is a listed entity → its directors (other than IDs), employees or nominees
• if the promoter is an unlisted entity → its directors, employees or nominees

Board meetings

≥ 4 in a year

Gap between any two meetings → ≤ 120 days

Responsibilities of BoD

• periodically review compliance reports & steps taken to rectify non-compliances
• satisfy that succession plan for appointment to BoD and senior management are in place
• lay down code of conduct for all members of BoD and senior management inter alia incorporating duties of IDs under Co Act 2013
• recommend fees or compensation to NED incl. ID and seek approval in GM
• Members’ approval to specify maximum no. of stock options that may be granted in FY and in aggregate
• IDs not entitled to stock options
• Specified minimum information to be placed before BoD
• Compliance certificate by CEO & CFO
• lay down procedures to inform directors about risk assessment and minimization procedures
• responsible for framing, implementing and monitoring the risk management plan
• performance evaluation of IDs

Maximum no of directorships

• 8 Listed entities with effect from April 1 2019 and 7 Listed entities with effect from April 1 2020
• No person to be ID in more than 7 listed entities
• Person who is WTD/ MD in listed entity shall not be ID in more than 3 listed entities(listed entity shall only include those whose equity shares are listed on a stock exchange)

Particulars

Audit committee

Nomination and Remuneration Committee

Composition

• Minimum 3 directors
• ≥ 2/3 to be IDs
• For listed entities with O/S SR equity shares only ID in audit committee
• ALL members to be financially literate and able to read & understand basic FS)
• ≥ 1 to have accounting / related financial management expertise i.e.
• Possesses experience in finance / accounting, or
• Requisite professional experience in accounting, or
• any other comparable experience or background resulting in financial sophistication
• being / have been CEO, CFO or other senior officer with financial oversight responsibilities

• At least 3 directors
• ALL Directors to be NED
• ≥ 50% to be IDs
• For listed entities with O/S SR equity shares>=  2/3 to be ID
• Chairperson of the Co, whether ED or NED) may be appointed as a member but not chair of NRC

Chairperson

• To be ID

• SHALL remain present at AGM to answer queries of SH

• To be ID
• Chairperson of the Co cannot Chair NRC
• MAY remain present at AGM to answer queries of SH

Role

Specified

Specified

CS

• CS of the Company to act as CS of AC

-

Meetings

≥ 4 in a year

• Gap bet → ≤ 120 days

-

Invitees

(at discretion)

• finance director / head of the finance function,
• head of internal audit
• statutory auditor’s representatives
• any other such executives

Occasionally AC may meet without the presence of any executives

-

Quorum

Higher of (1/3 or 2)

• At least 2 IDs

-

Powers

• investigate any activity within its terms
• of reference,
• seek information from any employee,
• obtain outside legal or other professional advice
• secure attendance of outsiders with relevant expertise, if it considers necessary

-

Purpose / Applicability

specifically look into the mechanism of redressal of grievances of SH, DH and other Sec H

applicable to top 100 listed entities, based on market capitalization, as at the end of the immediate previous FY

Composition

• >=3 Directors
• >1 =ID
• For listed entities with O/S SR equity shares>=  2/3 to be ID

• Majority members → Directors
• Senior executives can be members
• For listed entities with O/S SR equity shares>=  2/3 to be ID

Chairperson

• To be NED. Shall attend AGM

• To be a Director

Meetings

• At least once a year

• At least once a year

Role

Specified

BoD to decide

Policy

• Co to formulate for a policy on materiality of RPTs and on dealing with RPTs
• Material → transaction(s) to be entered into individually or taken together with previous transactions during a FY > 10% of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity.
• with effect from July 01, 2019 for  a transaction involving payments made to a related party with respect to brand usage or royalty this limit shall be 5%

Approval of Audit Committee

• All RPTs require prior approval of AC
• Omnibus approval subject to conditions:
• AC to lay down the criteria for granting the omnibus approval in line with RPT policy of the listed entity
• Applicable to transactions of repetitive nature
• AC to satisfy itself regarding need for such omnibus approval and that such approval is in the interest of the listed entity
• Omnibus approval to specify:
• name(s) of the related party
• nature of transaction
• period of transaction
• maximum amount of transactions that shall be entered into
• indicative base price / current contracted price and the formula for variation in the price if any
• such other conditions as AC may deem fit

Exception : The need for RPT cannot be foreseen and aforesaid details are not available → AC may grant omnibus approval subject to their value ≤ ₹ 1 crore per transaction

• AC to review the details of RPTs entered into pursuant to omnibus approval at least on quarterly basis
• Omnibus approval valid for = 1 year

SH approval

• All Material RPTs → to be approved by SH through resolution
• All related parties to abstain from voting on such resolutions whether it is related party to the particular transaction or not

Non-applicability of provisions re: AC, SH approval to

• transactions entered into between two government companies;
• transactions entered into between a Hold Co and its WOS whose accounts are consolidated with such Hold Co and placed before the SH at GM for approval

Applicability

• The above provisions applicable prospectively only
• All existing material related party contracts or arrangements entered into prior to 2-Sep-2015 and which may continue beyond such date → to be placed for SH approval in the first GM subsequent to 2-Sep-2016

Independent Director

• ≥ 1 ID of listed entity → To be a director of an unlisted material subsidiary, whether incorporated in India or not
• Material subsidiary = a subsidiary whose income net worth >20% of consolidated income or net worth

Audit Committee

• AC of listed entity → also review the financial statements, in particular, the investments made by the unlisted subsidiary

Board Minutes

• Minutes of the meetings of the BoD of the unlisted subsidiary → To be placed at the meeting of BoD of listed entity

Significant transactions

• Management of unlisted subsidiary to periodically bring to the notice of the BoD of the listed entity, a statement of all significant transactions and arrangements entered into by the unlisted subsidiary

“significant transaction or arrangement” shall mean

• any individual transaction or arrangement
• that exceeds or is likely to exceed 10% of the total revenues / total expenses / total assets / total liabilities, as the case may be, of the unlisted   subsidiary for the immediately preceding accounting year

Disposal of shares of material subsidiary

• disposal of shares in its material subsidiary resulting in reduction of its shareholding (either on its own or together with other subsidiaries) to < 50% or cease the exercise of control over the subsidiary
• a special resolution in its General Meeting
• Exception : divestment is made under a scheme of arrangement duly approved by a Court/Tribunal.

Disposal of assets of material subsidiary

• Selling, disposing and leasing of assets amounting to > 20% of the assets of the material subsidiary on an aggregate basis during a FY → prior approval of shareholders by way of special resolution,
• Exception : sale/disposal/lease made under a scheme of arrangement duly approved by a Court/Tribunal or under a resolution plan approved under the Insolvency Code

Applicability

Listed entity

Listed subsidiary (also a HoldCo)

Subsidiaries

These provisions applicable to Listed subsidiary (also a HoldCo) in so far as its Subsidiaries are concerned

Alternate Director

• No person shall be appointed  as or shall continue as an independent director of a listed company with effect from October 1 2018

Maximum tenure

• As per Co Act 2013

Meeting of only IDs

• ≥ 1 meeting in a year without the presence of non-independent directors and members of the management
• All IDs to strive to be present at the meeting
• Meeting to:
• review the performance of non-IDs and the BoD as a whole;
• review the performance of the chairperson of the listed entity, taking into account the views of EDs and NEDs
• assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the BoD that is necessary for the BoD to effectively and reasonably perform their duties

Liability of ID

• only in respect of such acts of omission or commission by the listed entity which had occurred with his knowledge, attributable through processes of board of directors, and with his consent or connivance or where he had not acted diligently with respect to the provisions contained in Listing Regulations

Resignation / removal of ID

• Resignation or removal of an ID → Vacancy to be filled in at the earliest, but not later than:
• immediate next BoD meeting, or
• 3 months from the date of such vacancy

whichever is later

Not applicable → if the listed entity fulfills the requirement of IDs in its BoD even without filling the vacancy created by such resignation or removal

Familiarize ID about listed entity

• Listed entity to familiarize IDs through various programmes about listed entities incl. the following:
• nature of the industry in which the listed entity operates;
• business model of the listed entity;
• roles, rights, responsibilities of independent directors; and
• any other relevant information

Declaration of Independance

• at first meeting of every financial year and on change in circumstances, independent director to submit declaration that he meets criteria (16(1)(b)) and that he is not aware of any circumstances or situation that could impair his ability to discharge duties with objective independent judgment and without external influence
• The boardof directors shall take on record this declaration after due assessment of the veracity of the same

Committee’s membership, chairperson

A director can be

• a member of ≤ 10 committees
• acting as a Chairperson of ≤ 5 committees

across all listed entities

For the purpose of above limits,

• AC, SRC of all public limited companies to be included;
• All other companies incl. private companies, S. 8 companies, foreign companies excluded

Disclosure by directors

Every director to inform the listed entity about the committee positions he / she occupies in other listed entities and notify changes as and when they take place

Code of conduct

All directors and senior management personnel to affirm compliance with code of conduct of BoD and senior management on annual basis

Disclosure by NED

NED to disclose their shareholding, held either by them or on a beneficial basis for any other persons in the listed entity in which they are proposed to be appointed as directors, in the notice to the GM called for appointment of such director

Disclosure by senior management

Senior management to make disclosures to BoD: all material, financial and commercial transactions, where they have personal interest that may have a potential conflict with the interest of the listed entity at large.

conflict of interest relates to –

• dealing in the shares of listed entity,
• commercial dealings with bodies, which have shareholding of management and their relatives etc.

Prior Approval for entering into agreement with regard to compensation or profit sharing with dealings in securities of listed entity

(w.e.f 04.01.2017)

No employee including key managerial personnel or director or promoter of a listed entity shall enter into any agreement for himself or on behalf of any other person, with any shareholder or any other third party with regard to compensation or profit sharing in connection with dealings in the securities of such listed entity, unless prior approval for the same has been obtained from the Board of Directors as well as public shareholders by way of an ordinary resolution

Discretionary compliances

Specified

CG compliance report

Quarterly CG compliance report to be submitted to RSE within 15 days from the close of the quarter

• details of material RPTs to be included
• report to be signed by compliance officer (CS) or CEO of listed entity.

Securities are :

‘in-principle’ approval to be obtained from :

listed only on RSE(s) having nationwide trading terminals

from all such stock exchange(s)

NOT listed on any RSE(s) having nationwide trading terminals nationwide trading terminals

all the stock exchange(s) in which the securities are proposed to be listed

listed on RSE(s)

• having nationwide trading terminals, and
• not having nationwide trading terminals

All RSE(s) having nationwide trading terminals

Prior intimation to SEs

Of the Meeting of BoD wherein any of the following proposal is due to be considered / placed before BoD:

≥ 5 working days in advance excluding

the date of the intimation but including the date of such meeting of board of directors

• financial results viz. quarterly, half yearly, or annual, as the case may be;

≥ 2 working days in advance excluding

the date of the intimation and date of the meeting

• proposal for buyback of securities;
• proposal for voluntary delisting by the listed entity from SE(s);
• fund raising by way of further public offer, rights issue, ADR / GDR / FCCBs, qualified institutions placement, debt issue, preferential issue or any other method and for determination of issue price

• intimation also to be given in case of any AGM / EGM / postal ballot proposed to be held for obtaining SH approval for further fund raising indicating type of issuance

• declaration / recommendation of dividend, issue of convertible securities including convertible debentures or of debentures carrying a right to subscribe to equity shares or the passing over of dividend
• the proposal for declaration of bonus securities where such proposal is communicated to the BoD of the listed entity as part of the agenda papers:

≥ 11 working days in advance excluding

the date of the intimation and date of the meeting

• any alteration in the form or nature of any of its securities that are listed on the SE or in the rights or privileges of the holders thereof
• any alteration in the date on which, the interest on debentures or bonds, or the redemption amount of redeemable shares or of debentures or bonds, shall be payable

Disclosure of events to SE(s)

• any events or information which, in the opinion of BoD of the listed company, is material
• events specified in Para A of Part A of Sch III are deemed to be material events
• events specified in Para B of Part A of Sch III, based on application of the guidelines for materiality

Materiality policy

• frame a policy for determination of materiality, based on the following criteria, duly approved by its BoD, disclose on its website
• the omission of an event / information, which is likely to result in discontinuity or alteration of event or information already available publicly; or
• the omission of an event or information is likely to result in significant market reaction if the said omission came to light at a later date;
• In case where the above criteria are not applicable, an event/information may be treated as being material if so in the opinion of BoD of listed entity.

Authority for determining materiality

• BoD to authorize one or more KMP for determining materiality of event / information for making disclosures to SEs
• Contact details of such personnel to be disclosed to stock exchange(s) and as well as on the listed entity's website

Timing for disclosure

• first disclosure to SE(s) as soon as reasonably possible → not later than 24 hours from the occurrence of event / information
• If delay → provide explanation for delay, along with such disclosures
• Disclosures under sub-para 4 of Para A of Part A of Sch III → within 30 minutes of conclusion of BM

Update on disclosures

• with respect to above referred disclosures, update material developments on a regular basis, till such time the event is resolved/closed, with relevant explanations

Disclosures on website

• Disclose on its website all such events / information disclosed to SE(s) for ≤ 5 years
• thereafter as per the archival policy of the listed entity, as disclosed on its website

events / information with respect to subsidiaries

• Disclose all events / information with respect to subsidiaries which are material for the listed entity

Dissemination by SE(s)

• information and clarification → as soon as reasonably practicable

Miscellaneous

• Provide specific and adequate reply to all queries raised by SE(s) with respect to any events / information
• confirm or deny any reported event or information to SE(s), on its own initiative,
• Event occurs / an information is available, which has not been indicated in Para A or B of Part A of Sch III, but which may have material effect on it, → to make adequate disclosures

Submission to SE(s)

• a statement showing holding of securities and shareholding pattern separately for each class of securities, in the specified format

• listing of its securities → 1 day prior to listing
• Quarterly basis → within 21 days from the end of each quarter
• any capital restructuring of the listed entity resulting in a change > 2% of the total paid-up share capital within 10 days

Listed entities which have listed their specified securities on SME Exchange, the above statements shall be submitted on a half yearly basis → within 21 days from the end of each half year.

Promoter and promoter group shareholding

• 100% in dematerialized form on a continuous basis in the specified manner
• Entities falling in promoter and promoter group  shall be disclosed separately in shareholding pattern on websites of stock exchanges having nationwide terminals

promoter(s) seeking re-classification

persons related to the promoter(s) seeking re-classification

• all such promoters/persons belonging to the promoter group seeking re-classification of status as public
• who fall under sub-clauses (ii), (iii) and (iv) of clause (pp) of sub-regulation (1) of regulation 2 of SEBI(ICDR) Regulations, 2018.

Re-classification of SH status

• SEs may allow modification / reclassification of the status of the SH on receipt of request from concerned listed entity / SH along with all relevant evidence and on being satisfied with compliance of conditions of Listing Regulations

• Entities listed on more than 1 SE → concerned SEs to jointly decide on the application of the entity/ shareholders

Reclassication to Public

• On satisfaction of conditions
• Application made by listed entity following conditions not later than SH approval in general meeting.
• Promoter to make request to listed entity with rationale
• Board shall analyze request and place before SH
• 3-6 months gap between board and SH meeting
• Ordinary resolution to  be passed with person seesking reclassification not voting
• The promoter/persons related seeking reclassification shall not
• Hold >10% voting right
• Exercise control over the affairs of entity
• Have special rights
• Be represented on BoD(includes not having nominee director)
• Be KMP
• Be willful defaulter as per RBI guidelines
• Be fugitive economic offender
• The listed entity shall
• Be compliant with MPS requirements
• Not have trading in shares suspended by SEs
• Not have outstanding dues to board, exchanges or depositories

Compliance subsequent to reclassification

• Comply with sub clauses (i), (ii) and (iii) of clause b of 31A(3) of the regulations  at all times
• Comply with sub clauses (iv) and (v) of clause b of 31A(3) of the regulations  for not less than 3 years

Reclassification of promoter post transmission/ succession/ inheritance/gift

• In case of transmission/succession/inheritance inheritor shall be classified as promoter
• May get reclassified as public subject to compliance with sub regulation 3 of regulation 31A
• In case of death of promoter/person  belonging to promoter gross such person shall cease to be classified as promoter

Listed entity with no promoters

• if due to re-classification or otherwise, the entity does not have any promoter

material events to be disclosed to SE within 24 hours

• receipt of reclassification request
• minutes of board considering request with views of the board
• submission of application for reclassification
• decision of stock exchanges as communicated to the listed entity

Re-classification of public shareholders as promoter

• Such public SH required to make open offer accordance with the provisions of SAST Regulations 2011

Quarterly statement for public issue, rights issue, preferential issue etc.

• Indicating deviations, if any, in the use of proceeds from the objects stated in the offer document or explanatory statement to the notice for the general meeting, as applicable
• category wise variation (capital expenditure, sales and marketing, working capital etc.) between projected utilisation of funds made in its offer document or explanatory statement to the notice for the general meeting, as applicable and the actual utilisation of funds

• to be placed before AC for review and then to be submitted to SEs

• till such time the issue proceeds have been fully utilised or the purpose for which these proceeds were raised has been achieved

If specified securities listed on SME exchange → ½ yearly statements to be prepared and given instead of quarterly statement

Annual Statement

• prepare an annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice,
• certified by the statutory auditors
• place it before the AC
• till such time the full money raised through the issue has been fully utilized.
• If entity has raised funds through preferential allotment or QIP it shall disclose the utilization every year until fully utilized

Monitoring Agency [as per Reg.16 of SEBI ICDR Regulations]

• If a monitoring agency is appointed to monitor utilisation of proceeds of a public or rights issue, -

• monitoring report of such agency to be placed before AC on an annual basis, promptly upon its receipt
• listed entity to submit to the SE(s), any comments or report received from the monitoring agency

Explanation in Directors’ report

• An explanation for the variation, to be furnished in the directors’ report in the annual report

Preparation of FS

• on the basis of accrual accounting policy
• in accordance with uniform accounting practices adopted for all the periods

Preparation of quarterly and year to date results

• in accordance with the recognition and measurement principles laid down in AS 25/ Ind AS 34 – Interim Financial Reporting), as applicable

Stand alone and consolidated FS

• as per Indian GAAP

Additionally, FS as per IFRS notified by IASB may also be submitted

Limited Review / Audit report

• LRR / audit report submitted to SEs on quarterly / annual basis to be given only by an auditor subjected to peer review process of ICAI and holding a valid certificate issued by the Peer Review Board of ICAI

• Specified disclosures

Approval and authentication of FS

• quarterly financial results → to be approved by BoD
• CEO and CFO certification :- FS do not contain any false or misleading statement or figures and do not omit any material fact which may make the statements or figures contained therein misleading
• FS (including Annual Audited FS) to be signed by :
• Chairperson / MD / WTD, or
• in absence of all of them any other director authorized by BoD
• LRR to be placed before BoD at its meeting which approves FS, before submitting it to SE(s)

Submission of FS to SE(s)

• Quarterly & year-to-date standalone results (except for last quarter) → submit within 45 days of the end of each quarter
• If listed entity has subsidiaries → shall also submit consolidated financial results,

• If opted to submit audited financial results → accompanied by audit report

• If opted to submit unaudited financial results → subject to limited review by statutory auditor (by practicing CA in case of PSU) & accompanied by LRR

• Submit audited financial results in respect of the last quarter alongwith the results for the entire FY, with a note:
• the figures of last quarter => audited figures in respect of the full FY, less, the published year-to-date figures upto the third quarter of the current FY

• stand alone or consolidated results for the ½ year → a statement of assets and liabilities as at the end of the ½ year to be attached as a note

• (Annual) Audited standalone financial results for FY + annual audited consolidated financial results if it has subsidiaries → submit within 60 days from the end of FY along with audit report and
• Statement on Impact of Audit Qualifications (applicable only for Audit Report with modified opinion), or
• In case of unmodified opinion. Listed entity to file a declaration to that effect.

specified securities listed on SME exchange modified opinion

• ½ yearly financial results to be prepared, authenticated and submitted instead of quarterly statement
• Not required to submit ‘year-to-date’ financial results
• Statement on Impact of Audit Qualifications (applicable only for Audit Report with modified opinion) and accompanying annual audit report to be reviewed by SE(s) and Qualified Audit Report Review Committee.

Transfer of securities

• Save as otherwise provided in securities laws, subject to Listing regulations (comply with Sch VII)
• Other than transmission or transposition requests for transfer shall not be processed unless securities are held in demat form with a depository
• Powers can be delegated by BoD to:
• a committee or
• compliance officer or
• the registrar to an issue and/or share transfer agent(s)
• Attend to the formalities at least once in a fortnight
• Delegated authority to report to BoD in each meeting
• On receipt of proper documentation, within 15 days -
• Register transfer of securities in the name of the transferee, and
• issue certificates / receipts / advices, as applicable, of transfers; OR
• issue any valid objection / intimation to the transferee / transferor, as the case may be
• In case of a delay:

• compensate the aggrieved party for the opportunity losses caused during the period of the delay
• provide all benefits accrued to the security holder in terms of S.126 of Co Act 2013 and S. 27 of SCRA

• any claim, difference or dispute → to be referred to and decided by arbitration as per the bye-laws and/or regulations of the SE(s)

Transmission of securities

held in dematerialized mode → process request within 7 days

held in physical mode → process request within 21 days

Records of all correspondence

• proper verifiable dated records of all correspondence with the investor be maintained

Not to register transfer

• when any statutory prohibition / any attachment / prohibitory order of a competent authority restrains it from transferring the securities from the name of the transferor(s)
• when the transferor(s) objects to the transfer

• if the transferor serves a prohibitory order of a Court of competent jurisdiction on the listed entity, within 60 working days of raising objection

Not to decline to, register or acknowledge any transfer of shares

• on the ground of the transferor(s) being either alone or jointly with any other person or persons indebted to the listed entity on any account whatsoever

½ yearly CS certification

• the share transfer agent and/or the in-house share transfer facility, as the case may be, to produce a certificate from a practicing CS within 1month of the end of each half of FY, certifying that

• all certificates have been issued within 30 days of the date of lodgment for transfer, subdivision, consolidation, renewal, exchange or endorsement of calls/allotment monies

• Such CS certificate to be filed with SE(s) simultaneously

Also applicable to

• deletion of name of the deceased holder(s) of securities, where the securities are held in the name of two or more holders of securities
• transmission of securities to the legal heir(s), where deceased holder of securities was the sole holder of securities;
• transposition of securities, when there is a change in the order of names in which physical securities are held jointly in the names of two or more holders of securities

Lien on shares

• on fully paid shares → not to be exercised
• on partly paid shares → to be exercised ONLY in respect of moneys called or payable at a fixed time in respect of such shares

Calls paid in advance

• may carry interest
• not to confer a right to dividend / to participate in profits

Shares with superior rights

• not issue shares confer on any person, superior rights as to voting or dividend vis-à-vis the rights on equity shares that are already listed

Issue of shares

• issue or offer in the first instance all shares (including forfeited shares), securities, rights, privileges and benefits to subscribe pro rata basis, to the equity SH, unless the SH in GM decide otherwise

Redemption of listed securities

• Unless the terms of issue otherwise provide, not to select any of its listed securities for redemption otherwise than on pro-rata basis or by lot

At par with ordinary equity shares

For all purposes including dividend other that voting rights

total voting rights of SR shareholders

Total voting rights of such shareholders including their ordinary shares <=74%

Voting rights at Par with ordinary equity shares

• Appointment/removal of ID/auditor
• Willing transfer of control to another entity
• Related party transactions involving SR shareholder
• Voluntary winding up
• Change to AoA and MoA
• Initiating voluntary resolution process under insolvency code
• Utilization of funds for purposes other than business
• Substantial value transaction based on materiality threshold
• Special resolution for delisting in case of buy back
• Other matters as may be specified by the board

Conversion into regular equity shares

• On the fifth anniversary of listing of ordinary shares
• May be permitted for another 5 years after a resolution in which SR shareholders do not vote
• May be converted at any time before this period

Compulsory conversion into regular equity shares

• Demise of promoter/founder holding such shares
• Resignation of SR shareholder from executive position
• Merger/acquisition in a manner where control no longer remains with SR shareholders
• Sale by SR shareholder after lock-in period but prior to lapse of validity
•