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 Designated
Security Listed on any 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 Key
Managerial Personnel, Directors, Promoters
or 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 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.