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Securities and Exchange Board of India (SEBI)

Circulars:
  1. Format for Voting Results: SEBI has in exercise of the powers conferred under Regulation 44(3) read with Regulation 101(2) of Listing Regulations, vide Circular No - CIR/CFD/CMD/8/2015 dated 04.11.2015 specified the format of Voting Results prescribed under Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in Annexure I to the Circular.

    This Circular shall in force from 12.2015

  2. Format for Business Responsibility Report (BRR): SEBI has in exercise of the powers conferred under regulation 34 read with regulation 101(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, issued Circular No - CIR/CFD/CMD/10/2015 dated 04.11.2015 wherein it has specified the format for the guidance of listed entities and certain key principles to assess the fulfillment of listed entities and a description of the core elements.

    This Circular shall come in force from 02.09.2015

  3. Format for statements/reports to be submitted to Stock Exchange (s) by listed entity which has listed its securitised debt instruments: SEBI has in exercise of the powers conferred under regulation 82(3)read with regulation 101(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, issued Circular No - CIR/IMD/DF1/ 10 /2015 wherein it has specified the format of statements/reports prescribed under Regulation 82(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

    This Circular shall in force from 01.12.2015

  4. Format for financial results for listed entities which have listed their debt securities and/or non-cumulative redeemable preference shares: SEBI has in exercise of the powers conferred under regulation 52 read with regulation 101(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, issued Circular No - CIR/IMD/DF1/9 /2015 wherein it has specified the formats for:

    a. Half yearly financial results:

  5. S No: Entity Annexure of Circular
    1.         Companies other than banks and Non-Banking Financial Companies (NBFCs) Annexure I
    2.         Banks and NBFCs. Annexure II
    3.         Manufacturing, trading and service companies, which have followed functional (secondary) classification of expenditure in the annual profit and loss account published in the most recent annual report or which proposed to follow such classification. Annexure III

    b. Limited review report:

    S No: Entity Annexure
    1.         Companies other than banks and Non-Banking Financial Companies (NBFCs) Annexure IV
    2.         Banks and NBFCs. Annexure V
     

    c. Annual audited financial results shall be in the format as is applicable to half yearly financial results.

    d. Regulation 52(3)(a) prescribes that the listed entity shall submit audit financial results along with and either Form A (for audit report with unmodified opinion) or Form B (for audit report with modified opinion). The Listed Entity shall submit form A or form B in formats as prescribed under regulation 33(4) of Listing Regulations.

    e.This circular shall come into force on 12.2015.

  6. Modification of Circular No - OIAE/Cir-1/2009 dated 25.11.2009: On Listing Agreements being novated and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 taking effect from December 01, 2015, an issuer company shall deposit 1% security deposit in terms of the respective Regulations related to issuance of capital. SEBI has in exercise of powers conferred under Section 11(1) of the Securities and Exchange Board of India Act, 1992 issued Circular No: CIR/OIAE/001/2015 dated 30.11.2015 in order to protect the interests of investors in securities and to promote the development of, and to regulate the securities market.

    Therefore, Circular no. OIAE/Cir-1/2009 dated November 25, 2009, shall be partially modified as:

    1. In para 1 of the Circular the phrase “as per the Listing Agreement with the Stock Exchanges” shall be replaced by “as per provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, SEBI (Issue and Listing of Debt Securities) Regulations, 2008, SEBI (Issue and Listing of Non-Convertible Redeemable Preference Shares) Regulations, 2013 and SEBI (Public Offer and Listing of Securitised Debt Instruments) Regulations, 2008”
    2. In para 5(b) of the Circular the words „Listing Agreement‟ shall stand delete

    This Circular shall in force from 01.12.2015

  7. Manner of achieving minimum public shareholding: SEBI has in exercise of the powers conferred under Section 11 and Section 11A of the Securities and Exchange Board of India Act, 1992 read with Regulation 38 and Regulation 101(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 issued Circular No: CIR/CFD/CMD/14/2015 dated 30.11.2015 wherein it has prescribed the following methods to achieve Minimum level of Public Shareholding specified in Rule 19(2)(b) and/or Rule 19A of the Securities Contracts (Regulation) Rules, 1957:
    1. Issuance of shares to public through prospectus.
    2. Offer for sale of shares held by promoters to public through prospectus.
    3. Sale of shares held by promoters through the secondary market in terms of SEBI circular CIR/MRD/DP/05/2012 dated 01.02.2015.
    4. Institutional Placement Programme (IPP) in terms of Chapter VIIIA of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009.
    5. Rights Issue to public shareholders, with promoter/promoter group shareholders forgoing their entitlement to equity shares, that may arise from such issue.
    6. Bonus Issues to public shareholders, with promoter/promoter group shareholders forgoing their entitlement to equity shares, that may arise from such issue.
    7. Any other method as may be approved by SEBI on a case to case basis. For this purpose, the listed entities may approach SEBI with appropriate details. SEBI would endeavor to communicate its decision within 30 days from the date of receipt of the proposal or the date of receipt of additional information as sought from the company.

    This circular shall come into force on 01.12.2015.

  8. Formats for publishing financial results: SEBI has in exercise of powers conferred under Section 11 and Section 11A of the Securities and Exchange Board of India Act, 1992 read with Regulation 33, Regulation 47 and Regulation 101(2) of the Listing Regulations, 2015 issued Circular No: CIR/CFD/CMD/15/2015 dated 30.11.2015 wherein it has prescribed various disclosures format to be filed under various provisions.

    Further the entities are required to take care of the following in preparation of the financial results:

    1. Annual audited financial results shall be in the format as is applicable to quarterly financial results.
    2. The applicable Accounting Standards are those standards mandated under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder/issued by ICAI as applicable
    3. The classification / disclosure of items in the financial results shall be in accordance with the Schedule III of the Companies Act, 2013 or its equivalent formats in other statutes, as applicable.

    Further Companies adopting the Ind AS in terms of Companies (Indian Accounting Standards) Rules, 2015 notified by the Ministry of Corporate Affairs on February 16, 2015 while publishing quarterly/annual financial results under Regulation 33 of the Listing Regulations, 2015, shall ensure that the comparatives filed along with such quarterly/annual financial results are also Ind AS compliant.

    This circular shall come into force with effect from 01.12.2015.

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