Process of condonation of delay in creation/modificaiton/satisfaction of charge charge

PROCESS OF CONDONATION OF DELAY IN CREATION/MODIFICATION /SATISFACTION OF CHARGE
 
CHARGE:
Section 77 states that Companies are required to register ALL TYPES OF
CHARGES, with ROC within 30 days of its creation.
• within or outside India,
• on its property or assets or any of its undertakings,
• whether tangible or otherwise, and
• situated in or outside India
TIME PERIOD FOR CREATION/MODIFICATION OF CHARGE:
For Creation of Charge Form CHG 1/CHG 9 will be filed with fees prescribed under Act within
30 days of Creation of Charge.
Extension of Time: Proviso to section 77(1) of CA, 2013
If Company fails to file within 30 days?
If Company fails to file CHG 1 within 30 days of creation of charge then Registrar of
Companies may allow such registration to be made within a period of 300 days of

Listing Obligations relating to Specified Securities

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations)

 

Now, Securities and Exchange Board of India took direct regulatory role over the listed entities in India. Securities and Exchange Board of India notified in official gazette its SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 on 2nd September 2015.

Date of Publication in Official Gazette:                                       September 2, 2015

Date of Applicability:                                                                 December 1, 2015

OBLIGATIONS OF LISTED ENTITY WHICH HAS LISTED ITS SPECIFIED SECURITIES:

 APPLICABILITY:-
A.    The below given provisions shall apply to following Listed Entities, which has listed with any recognize Stock Exchange (s) for its  specified securities either on

•     Main Board;
•     SME Exchange
•    Institutional Trading Platform

Debt Listing Regulations

Obligations of Listed Entity which has Listed its

Non-Convertible Debt Securities & Non-Convertible Redeemable Preference Shares

Securities and Exchange Board of India (‘SEBI’) in terms of power conferred under SEBI Act, 1992 notified Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations 2015’) on 2nd September, 2015, whereby it tries to align the present Listing Agreement with the Companies Act, 2013 and they consolidate the scattered requirement under listing agreement for different securities under single piece of regulation. This regulation will be effective from the 90th day of this notification in the Official Gazette i.e. 1st day of December, 2015. The Regulation 23(4) and 31A will be effective with immediate effect.

Date of Publication in Official Gazette:                                       September 2, 2015

Date of Applicability:                                                                 December 1, 2015

Applicability: The provisions of below given regulations apply only to a listed entity which has listed its ‘Non-convertible Debt Securities’ and ‘[1]Non-Convertible Redeemable Preference Shares’ on a [2]recognized stock exchange.

This regulation also applicable on “Perpetual Debt Instrument” and "Perpetual Non-Cumulative Preference Share” listed by banks.

‘NON – CONVERTIBLE DEBT SECURITIES’ which is ‘debt securities’ as defined under regulation 2(1)(e) of the Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008. [Regulation 2(1)(t) of SEBI (LODR) Regulation 2015]

“NON – CONVERTIBLE REDEEMABLE PREFERENCE SHARE” means a preference share which is redeemable in accordance with the provisions of the Companies Act, 1956 (or the Companies Act, 2013) and does not include a preference share which is convertible into or exchangeable with equity shares of the issuer at a later date, with or without the option of the holder. [Regulation 2(1)(k) of SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations 2013]

“DEBT SECURITIES” [Regulation 2(1) (e) of SEBI (ILDS) Regulations 2008] means a non-convertible debt securities which create or acknowledge (include)

Related Party Transactions under SEBI

RELATED PARTY TRANSACTION UNDER SEBI (LISTING OBLIGATION & DISCLOSURE REGULATION)

SEBI (LODR)

All the requirements and conditions to be fulfilled in case of related party transactions have been altered to be in line with the provisions of Companies Act, 2013.

“This is the provisions of SEBI (LODR), which are applicable with immediate effect from 2^nd September, 2015; Passing of ordinary resolution instead of special resolution in case of all material related party transactions subject to related parties abstaining from voting on such resolutions.“

A.     “RELATED PARTY” means a related party as defined under sub-section (76) of section 2 of the _[1]Companies Act, 2013 or under the applicable acc

SEBI Listing and obligations and Disclosure requirements Common Obligations

SEBI LISTING REGULATIONS “COMMON OBLIGATIONS OF LISTED ENTITIES”

 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations)

Presently, a private agreement between Stock Exchange and listed company govern all listing obligation and disclosure requirement. This listing agreement like any other agreement among parties creates civil obligation in case of any violation of the agreement.

Now, Securities and Exchange Board of India took direct regulatory role over the listed entities in India. Securities and Exchange Board of India notified in official gazette its SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 on 2nd September 2015.

Date of Publication in Official Gazette:                                       September 2, 2015

Date of Applicability:                                                                 December 1, 2015

APPLICABILITY OF THE REGULATIONS:-

Any listed Entity who has following [1]Designated Security Listed on any [2]Recognize Stock Exchange:

a)     Specified Securities Listed On:

·         Main Board

·         SME Exchange

·         Institutional Trading Platform

b)    Non-convertible debt securities

c)     Non-convertible redeemable preference shares

d)     Perpetual debt instrument

e)     Perpetual non-cumulative preference shares

f)       Indian depository receipts

g)     Securitized debt instruments

h)     Units issued by mutual funds

i)       Any other securities as may be specified by the Board

5.     COMMON OBLIGATIONS OF LISTED ENTITIES:

The listed entity shall ensure that [3]Key Managerial Personnel, Directors, [4]Promoters or [5]Any Other Person dealing with the listed entity, complies with responsibilities or obligations, if any, assigned to them under these regulations.

6.     COMPLIANCE OFFICER AND HIS OBLIGATIONS:-

A listed entity shall appoint a qualified [6]Company Secretary as the Compliance Officer. It is mandatory for listed entity to Appoint Company Secretary as Compliance Officer.

Responsibility of Compliance Officer:

1.      Coordinator: Co-ordination with and Reporting to following below mention with respect to compliance with rules, Regulations and other directives of these authorities in manner as specified from time to time:

·         Board of Directors

·         Recognize Stock Exchange

2.      Ensuring conformity with the regulatory provisions applicable to the Listed Entity in letter and spirit.

3.      Correctness of Information, Statements and Reports filed by the Listed Entity: Ensuring that the correct procedures have been followed that would result in the Correctness, Authenticity and Comprehensiveness of the Information, Statements and Reports filed by the Listed Entity under these regulations.

4.      Grievance Redressal Division: Monitoring email address of Grievance Redressal division as designated by the listed entity for the purpose of registering complaints by investors.

Non-applicability of provision of Compliance Officer:

·         The requirements of this regulation shall not be applicable in the case of units issued by mutual funds which are listed on recognized stock exchange(s).

But same shall be governed by the provisions of the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996.

CLARITY:

It is clear that from the SEBI (LODR) responsibility of Company Secretary has been increased. Like: It is responsibility of the company secretary to ensure that the entity is in compliance with all the regulatory provisions applicable on the Company, that correct procedure has been followed for the information, statement and the reports filed by the listed entity under these regulations.

7.     SHARE TRANSFER AGENT:-

The listed entity shall appoint a Share Transfer Agent or Manage the Share Transfer Facility In-House. The listed entity shall ensure that all activities in relation to both physical and electronic share transfer facility are maintained either in house or by Registrar to an issue and share transfer agent registered with the Board.

Ø  Mandatory Requirement to appoint Share Transfer Agent:

Company can manage in house Share Transfer Facility. But AS AND WHEN THE

TOTAL NUMBER OF HOLDERS OF SECURITIES OF THE LISTED ENTITY EXCEEDS ONE LAC,

the listed entity shall either appoint Registrar to an issue and share transfer agent registered with the Board or register with the Board as a Category II share transfer agent.