Chapter IV of the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 enumerates obligation of listed entity which has listed its specified securities on any recognised stock exchange either on main board or on SME Exchange or on institutional platform. [Regulation 15(1)]
Listing of specified securities is primary condition for applicability of Regulation under Chapter IV of these Regulations.
‘specified securities’ means ‘equity shares’ and ‘convertible securities’ as defined under clause (zj) of sub-regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009. [Regulation 2(1)(zl) of SEBI (LODR) Regulations, 2015]. This definition has already been discussed earlier here.
Provision of the Companies Act, 2013 shall apply to these listed entities, wherever applicable. [Regulation 15(3)]
Provision of the Companies Act, 2013 shall apply to listed entities which are companies or on which provision of Companies Act, 2013 made applicable under the provisions Section 1(4) of the Act.
The compliance with the corporate governance provisions as specified in Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of Sub – regulation (2) of regulation 46 and Para C , D and E of Schedule V shall not apply, in respect of –
- the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year; and
- the listed entity which has listed its specified securities on the SME exchange. [Regulation 15(2)]
In other words, Provisions of Regulations mentioned in Regulation 15(2) shall applicable on the listed entities having specified securities is listed on main board or on institutional trading platform
- paid up equity share capital is rupees ten crore or more; or
- net worth is rupees twenty five crore or more.
Where the provisions of the regulations specified in this regulation become applicable to a listed entity at a later date, such listed entity shall comply with the requirements those regulations within six months from the date on which the provisions became applicable to the listed entity. [Proviso to Regulation 15(2)(a)]
A listed entity with equity share capital shall comply with regulations mentioned in Regulation 15(2) within 6 month from the date; it became applicable to the listed company.
For listed entities which are not companies, but body corporate or are subject to regulations under other statues, the provisions of corporate governance provisions as specified in regulation 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C , D and E of Schedule V shall apply to the extent that it does not violate their respective statutes and guidelines or directives issued by the relevant authorities.
Where a listed entity is not a company, the companies Act, 2013 shall not applicable to it unless it is specifically made applicable to it in accordance with Section 1(4) of the Companies Act, 2013. Where listed entity is a body corporate or other entity which is subject to regulations under other statues; provisions of that other statute shall be applicable. Provisions of regulation 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C , D and E of Schedule V shall apply to the extent that it does not violate their respective statutes and guidelines or directives issued by the relevant authorities. Wherever these regulations of the SEBI (LODR) Regulations, 2015 violate provision of their respective statutes, provisions of their respective regulation shall prevail.
Some examples of these body corporate or others entity may be the State Bank of India, Life Insurance Corporation, Delhi University, Delhi Development Authority, Delhi Municipal Corporation, Ministry of Railways, Veshno Devi Temple Trust, Wafq Board, Government of Uttar Pradesh, State Electricity Board, Amul, IFFCO, Delhi Metro, and Dubai Sovereign Fund. Please, these are just an inclusive list of examples.
Regulation 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C , D and E of Schedule V deals with
|17||Board of Directors|
|19||Nomination and remuneration committee|
|20||Stakeholders Relationship Committee|
|21||Risk Management Committee|
|23||Related party transactions|
|24||Corporate governance requirements with respect to subsidiary of listed entity|
|25||Obligations with respect to independent directors|
|26||Obligations with respect to directors and senior management|
|27||Other corporate governance requirements|
|Schedule V : Annual Report|
|C||Corporate Governance Report|
|D||Declaration regarding code of conduct|
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