Listing Regulations – Company’s perspective & Role of Company Secretary Gaurav N Pingle, Practising Co. Secretary, Pune. ICSI-Nashik & BSE Ltd. Joint Full Day Seminar on LODR & Secretarial Audit on Saturday, Sep. 16, 2017
SEBI (Listing Obligations & Disclosure 2 Requirements) Regulations, 2015 Background & Introduction: Listing Agreement, a) Listed Entity, b) Enforceability, c) Important Features of LODR Regulations – d) Disclosures, Compliances, Decision Making. Presentation at Nashik Chapter of ICSI I By CS Gaurav Pingle Sat., Sep. 16, 2017
Applicability of LODR Regulations 3 Specified securities listed on main board / SME Exchange / Institutional Trading Platform Non-convertible debt securities, non-convertible redeemable preference shares Perpetual debt instrument, perpetual non-cumulative preference shares Indian Depository Receipts Securitised debt Instruments Units issued by Mutual Funds Any other securities as may be specified by SEBI Presentation at Nashik Chapter of ICSI I By CS Gaurav Pingle Sat., Sep. 16, 2017
Important provisions under LODR Regulations 4 eFiling of Information with SEs, Expeditious redressal of investor complaints – SCORES Mechanism – Grievance Redressal Mechanism, Presentation at Nashik Chapter of ICSI I By CS Gaurav Pingle Sat., Sep. 16, 2017
Key Corporate Governance issues 5 Independent Director: Listing Regulations vis-à-vis Companies Act, 2013 Material Subsidiary: Subsidiary, whose Income or Net Worth exceeds 20% of Consolidated income or Net Worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year . Presentation at Nashik Chapter of ICSI I By CS Gaurav Pingle Sat., Sep. 16, 2017
… Key Corporate Governance issues 6 BoD shall periodically review compliance reports pertaining to all laws applicable to the listed entity, prepared by listed entity as well as steps taken to rectify instances of non-compliances; BoD shall satisfy itself that plans are in place for orderly succession for appointment to BoD & Senior Management. Presentation at Nashik Chapter of ICSI I By CS Gaurav Pingle Sat., Sep. 16, 2017
Formulation & Adherence of Code of Conduct 7 Code of Conduct for Directors & Senior Management, Code of Conduct shall incorporate duties of Independent Directors as laid down in Cos.Act, 2013, Performance evaluation of Independent Directors shall be done by the entire BoD, Listed entity shall lay down procedures to inform members of BoD about risk assessment & minimization procedures, BoD shall be responsible for framing, implementing and monitoring the Risk Management Plan for the listed entity. Presentation at Nashik Chapter of ICSI I By CS Gaurav Pingle Sat., Sep. 16, 2017
Committees under LODR Reg. 8 Audit Committee Risk Nomination & Committees Management Remuneration Committee Committee Stakeholders Relationship Committee Presentation at Nashik Chapter of ICSI I By CS Gaurav Pingle Sat., Sep. 16, 2017
Related Party Transactions 9 • Listed Entity 1 • Related Party – under LODR Reg. 2 • Transaction – under LODR Reg. 3 Presentation at Nashik Chapter of ICSI I By CS Gaurav Pingle Sat., Sep. 16, 2017
Related Party Transactions 10 All RPTs Audit shall require Committee’s Voting & prior Non- Omnibus Restriction approval of Applicability Approval for on Voting the Audit RPTs Committee Presentation at Nashik Chapter of ICSI I By CS Gaurav Pingle Sat., Sep. 16, 2017
Corporate Governance requirements with respect to subsidiary of listed entity 11 At least 1 ID on the BoD of unlisted Material Subsidiary Listed Entity’s AC to review Fin. St. of Unlisted Subsidiary BM Minutes of unlisted Subsidiary Co. shall be placed at BM of Listed entity Presentation at Nashik Chapter of ICSI I By CS Gaurav Pingle Sat., Sep. 16, 2017
Corporate Governance requirements with respect to subsidiary of listed entity 12 Mngt. of Unlisted Subsidiary Co. shall periodically bring to the Notice of BoD of Listed entity, a statement of all significant transactions & arrangements entered into by unlisted subsidiary Listed entity shall not dispose of shares in its material subsidiary resulting in reduction of its shareholding to less than 50% or cease the exercise of control over Subsidiary without passing Special Resolution in its General Meeting. Selling, disposing & Leasing of assets amounting to more than 20% of assets of material Subsidiary on an aggregate basis during FY shall require prior approval of shareholders (Special Resolution) Presentation at Nashik Chapter of ICSI I By CS Gaurav Pingle Sat., Sep. 16, 2017
Quarterly Reporting on Corporate Governance requirements 13 Listed entity shall submit Quarterly Compliance Report on Corporate Governance to recognised Stock Exchange(s) within 15 days from close of the quarter Details of all material transactions with related parties shall be disclosed along with the report Report shall be signed either by Compliance Officer or CEO of Listed Entity Presentation at Nashik Chapter of ICSI I By CS Gaurav Pingle Sat., Sep. 16, 2017
Prior Intimations – Atleast 2 working days in advance 14 Financial results viz. quarterly, half yearly, or annual, Proposal for buyback of securities, Proposal for voluntary delisting by the listed entity from the stock exchange(s), Fund raising by way of FPO, Rights Issue, ADR / GDR /FCCBs, QIPs, Debt Issue, Preferential Issue Declaration/recommendation of dividend, issue of convertible securities, Declaration of bonus securities Presentation at Nashik Chapter of ICSI I By CS Gaurav Pingle Sat., Sep. 16, 2017
Prior Intimations – Atleast 11 working days in advance 15 Any alteration in the form or nature of any of its securities that are listed on SE or in Rights or privileges of the holders Any alteration in the date on which, interest on debentures or bonds, or redemption amount of redeemable shares / of debentures / bonds, shall be payable Presentation at Nashik Chapter of ICSI I By CS Gaurav Pingle Sat., Sep. 16, 2017
Disclosure of Events or Information 16 Every listed entity shall make disclosures of any events or information which, in the opinion of the board of directors of the listed company, is material. Prescribed Events are deemed to be material events and listed entity shall make disclosure of such events Listed entity shall make disclosure of the prescribed events based on application of the guidelines for materiality Presentation at Nashik Chapter of ICSI I By CS Gaurav Pingle Sat., Sep. 16, 2017
Prescribed events are deemed to be Material Events: 17 Acquisition(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; Issuance or forfeiture of securities, split or consolidation of shares, buyback of securities … Revision in Rating(s). Outcome of Board Meetings. Disclosure within 30mins of closure of meeting, Presentation at Nashik Chapter of ICSI I By CS Gaurav Pingle Sat., Sep. 16, 2017
… Prescribed events are deemed to be Material Events: 18 Agreements which are binding and not in normal course of business, revision or amendment & termination thereof; Fraud/defaults by Promoter or KMP or by listed entity or arrest of KMP or Promoter, Change in directors, KMP (MD, CEO, CFO, CS), Auditor and Compliance Officer; Appointment or discontinuation of R&TA; Corporate debt restructuring, One time settlement with a bank, Reference to BIFR & winding-up petition filed by any party, Proceedings of Annual and extraordinary general meetings of the listed entity. Amendments to MoA and AoA of listed entity, in brief, Schedule of Analyst or institutional investor meet and presentations on financial results made by the listed entity to analysts or institutional investors Presentation at Nashik Chapter of ICSI I By CS Gaurav Pingle Sat., Sep. 16, 2017
Guidelines for materiality 19 Omission of an event or information, which is likely to result in a) discontinuity or alteration of event or information already available publicly; or Omission of an event or information is likely to result in significant b) market reaction if the said omission came to light at a later date; Where (a) & (b) are inapplicable, an event/information may be c) treated as being material if in the BoD’s opinion, the event or information is considered material. Presentation at Nashik Chapter of ICSI I By CS Gaurav Pingle Sat., Sep. 16, 2017
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