Mandatory Disclosure Requirements in Case of a Listed Company

Disclosures of Events or Information

As per the Regulation 30 of SEBI (listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2015, every listed company (entity) has to disclose the details of the following events/occurrences to stock exchange(s):

As specified in sub-regulation (4) of regulation (30), the company has to disclose its information about

1. Acquisition(s) (including an agreement to acquire), Scheme of Arrangement (merger/ amalgamation/demerger and restructuring), or sale or disposal of any unit, division or any subsidiary of the listed company or any other restructuring as on.

As per this sub-Para, the word 'acquisition' shall mean and include-

(i) Acquiring control, whether directly or indirectly by the company; or,

(ii) Buying or agreeing to acquire shares or voting rights in a particular company, whether directly or indirectly by the company, such that

a)      the listed entity acquires /holds shares or voting  rights  aggregating  to  five  percent or more of the shares or voting rights in the said company to be acquired, or;

b)      there has been a change in holding from the last disclosure made and such change exceeds two percent of the total shareholding or voting rights in the said company.

2. Issue or forfeiture of securities, split or consolidation of shares, buyback of securities, any restriction on transferability of securities carried out or any alteration in terms or structure of existing securities which include forfeiture, a further reissue of forfeited securities, any alteration of calls or redemption of securities etc.

3.   Revision in Credit Rating(s), if any.

4.  The outcome of Meetings of the Board of Directors held:  The listed entity shall disclose to the Exchange(s), within 30 minutes of the conclusion of the board meeting held to consider the following matters: (as specified in sub-para4 of Para A of Part A of Schedule III)

a) any dividends and/or cash bonus recommended or declared or the decision held to

forgo any dividend and the date on which dividend shall be paid/dispatched to the shareholders:

b) any details about cancellation of dividend with reasons for that

c) the decision on buyback of securities of the company;

d) the decision with respect to fundraising proposed to be carried out

e) any increase in capital by way of issue of bonus shares through capitalization including the date on which such bonus shares shall be credited/dispatched to the shareholders;

f) issuance of any forfeited shares or securities, or the issue of shares or securities held in reserve for purpose of future issue or the creation of new shares or securities in any manner or any other rights, privileges or benefits to subscribe to;

g) short details of any other alterations of capital, including calls;

h) financial results of the period;

i) any decision on optional delisting of the securities by the listed entity from the stock exchange(s).

5.  Details of any Agreements like shareholder agreement, joint venture agreement, a family settlement agreement (limited to the extent that it affects management and control of the listed entity),   agreement/treaty/contract with media companies which are binding and cannot be revised, amended or terminated in the normal course of business thereof.

6.  Any fraud/defaults committed by the promoter or key managerial personnel or by the listed entity or any arrest of key managerial personnel or promoter.

7. Any change in the case of directors, any key managerial personnel like Managing   Director, Chief Executive Officer, Chief Financial Officer, Company Secretary Etc., Auditor and Compliance Officer.

8.   Appointment or discontinuation of the share transfer agent of the company.

9.   Corporate debt restructuring was undertaken if any

10.  The one-time settlement with a bank in respect of any debt

11. Referring to BIFR and details about winding up a petition filed by any party/creditors.

12.  Issuance of notices, call letters, resolutions, and circulars dispatched to shareholders, debenture holders or creditors or any class of them or published in the media by the listed company.

13. Proceedings of annual and extraordinary general meetings held of the listed entity.

14. Details of amendments to memorandum and articles of association of listed entity, in short.

15. Schedule of analyst or institutional investor meeting and display on financial results achieved by the listed company to analysts or institutional investors.

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