Sebi - Inprinciple Approval of Recognized Stock Exchange

DIVESH GOYAL
Mob: +918130757966
csdiveshgoyal@gmail.com
Practicing Company Secretary

GOYAL DIVESH& ASSOCIATES
SEBI LISTING REGULATIONS INPRINCIPLE

APPROVAL OF RECOGNIZED STOCK EXCHANGE
SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations)
LODRLODR SERIES- VI
28. IN-PRINCIPLE
APPROVAL OF RECOGNIZED STOCK EXCHANGE(s). The
listed entity,
BEFORE ISSUING 1 SECURITIES, shall obtain an in-principle

principle approval from
Recognized stock exchange(s) in the following manner:
where the securities are listed only on recognised stock

exchange (s) having nationwide trading terminals,
-from all such stock exchange (s);
where the securities are not listed on any recognised stock
exchange having nationwide trading terminals,
-from
from all the stock exchange(s) in which the securities of
the issuer are proposed to be listed
where the securities are listed on recognised stock exchange(s)
having nationwide trading terminals as well as on the recognised
stock exchange(s
exchange(s)) not having nationwide trading terminals,
- from all recognised stock exchange(s) having nationwide trading
terminals
Non Applicability:
This regulation shall not be applicable for securities issued pursuant to the Scheme of
Arrangement for which the listed entity has already obtained No

No-Objection
Objection Letter from
2
recognized stock exchange(s) in accordance with regulation 37. {Regulation 37 Draft Scheme of
Arrangement & Scheme of Arrangement}.
1
2
Discussed at the end of the Article.

Discussed at the end of the Article.
Twitter: @DiveshGoyal04
FB: csdiveshgoyal@gmail.com
WhatsApp: 8130757966
Gmail Id: csdiveshgoyal@gmail.com
DIVESH GOYAL
Mob: +918130757966

29.
PRIOR INTIMATION:
The listed entity shall give prior intimation to stock exchange about the meeting of the
Board of Directors:
Time Period for Intimation:
least 5 (Five) days in
advance
3At
(Excluding the date of the

intimation and date of the
meeting
and
such
intimation shall include the
date of such meeting of
board of Directors.)
At least 2 (Two) working
days in advance
Intimation about the Meeting in which Financial

Results viz. quarterly, half yearly, or annual, as the
case may be due for consideration.
Intimation about the Meeting in which following matters

are due to consideration:
Proposal for Buyback of Securities
Proposal for voluntary delisting of Listing entity from
the Stock Exchange(s)
Fund raising by following ways
- Further Public Offer, Rights Issue,
American
Depository
Receipts/Global
Depository
Receipts/Foreign Currency Convertible Bonds,
qualified institutions placement, debt issue,
preferential issue or any other method and for
determination of issue price:

Declaration/Recommendation of Dividend
Issue of Convertible Securities including convertible
debentures or of debentures carrying a right to
Excluding the date of the intimation and date of the meeting.
Condition: in case the declaration of bonus by the listed entity is not on the agenda of the meeting of
board of directors, prior intimation is not required to be given to the stock exchange(s).
DIVESH GOYAL
Mob: +918130757966


At least 11 (Eleven)
working days in advance
subscribe to equity shares or the passing over of

dividend
Proposal for declaration of Bonus Securities.
(Only if parts of Agenda Paper)
Any Alteration in the form or nature of any of its
securities that are listed on the stock exchange or in
the rights or privileges of the holders thereof.
Any Alteration in the date on which, the interest on

debentures or bonds, or the redemption amount of
redeemable shares or of debentures or bonds, shall
be payable.
General Meeting Intimation:

-
Intimation shall also be given in case of any Annual General Meeting or

Extraordinary General Meeting or Postal Ballot that is proposed to be held for
obtaining shareholder approval for further fund raising indicating type of
issuance.
DISCLOSURE OF EVENTS OR INFORMATION:

i.
Disclosure of Material Event:

Every 5Listed Entity shall make disclosures of any events or information which, in the
opinion of the board of directors of the listed company, is 6material.
"Listed entity"2(P)
Listed entity means an entity which has listed, on a recognized stock exchange(s), the designated securities
issued by it or designated securities issued under schemes managed by it, in accordance with the listing
agreement entered into between the entity and the recognized stock exchange(s);
6
Events specified in Para A of Part A of Schedule III are deemed to be Material Event and criteria for
determination of materiality given in point no. iii.
DIVESH GOYAL
Mob: +918130757966

ii.
What is Materiality:
Events specified in Para A of Part A of Schedule III are deemed to be Material

Event required to disclose.
(Given in detailed below)
Events specified in Para B of Part A of Schedule III are deemed to be Material

Event, if guidelines of materiality APPLICABLE, guidelines given in subregulation 4 of regulation 30.
Criteria for Determination of Materiality of Events/ Information:
iii.
a) the OMISSION of an Event or Information, which is likely to result in
discontinuity or alteration of event or information already available publicly;

or
b) the omission of an event or information is likely to result in significant market
reaction if the said omission came to light at a later date;

c) an event/information may be treated as being material if in the opinion of the
board of directors of listed entity, the event / information is considered

material
iv.
Policy of Materiality:
Board of Directors: The Board of Directors shall frame a policy for determination
of materiality, based upon the criteria given above duly 7approved by its board of
directors.

v.
Website: Such policy shall be disclosed on its website.
Authorization to KMP:
The board of directors of the listed entity shall authorize one or more Key
Managerial Personnel for the purpose of:
Determining materiality of an event; or
Determining materiality of an information; or
Making disclosure to Stock Exchange(s)
Approval by passing of Board Resolution by Board of Directors.
DIVESH GOYAL
Mob: +918130757966

Note:
The contact details of such person shall be also disclosed to the stock exchange(s)
and as well as on the listed entity's website
vi.
Intimation to Stock Exchange:

The listed entity shall first disclose to stock exchange(s) of all events, as specified in
Part A of Schedule III, or information as soon as reasonably possible and not later
than twenty four hours from the occurrence of event or information.
If disclosure made after 24 Hours: The listed entity shall, along with such
disclosures provide explanation for delay
Note:
The listed entity shall provide specific and adequate reply to all queries raised
by stock exchange(s) with respect to any events or information:
The listed entity may on its own initiative also, confirm or deny any reported
event or information to stock exchange(s).
vii.
Continuation of Disclosure to Stock Exchange:

The listed entity shall, with respect to disclosures referred to in this regulation, make
disclosures updating material developments on a regular basis, till such time the
event is resolved/closed, with relevant explanations.
viii.
Disclosure on Website:
All such events or information which has been disclosed to stock exchange(s) under
this regulation, and such disclosures shall be hosted on the website of the listed
entity.
Continuation of Disclosure
A minimum period of five years and thereafter as per the archival policy of the listed
entity, as disclosed on its website.
ix.
Disclosure relating to Materiality of Subsidiary:

The listed entity shall disclose all events or information with respect to subsidiaries
which are material for the listed entity to both Stock Exchange and on Website.
DIVESH GOYAL
Mob: +918130757966

Note:
In case where an event occurs or an information is available with the listed entity,
which has not been indicated in Para A or B of Part A of Schedule III, but which may
have material effect on it, the listed entity is required to make adequate disclosures
in regard thereof.
Requirement of Intimation to Stock Exchange as per Regulation No.28 30:

S.
No.
1.
Regulation
No.
30(6)
2.
Particular of Regulation
Time Period of filing of

Certificate
The listed entity shall first disclose to stock As soon as reasonably
exchange(s) of all events, as specified in Part A of possible and not later
Schedule III, or information
than twenty four hours
from the occurrence of
event or information
That disclosure with respect to events specified in
Made within 30 Minutes
sub-para 4 of Para A of Part A of Schedule III
(thirty minutes) of the
conclusion of the board
meeting
Specified securities,
Non-convertible debt securities, non-convertible redeemable preference shares,
perpetual debt instrument, perpetual non-cumulative preference shares, Indian
depository receipts, securitized debt instruments, units issued by mutual funds and any
other securities as may be specified by the Board. [Regulation 2(1) (h) of SEBI (LODR)
Regulations, 2015]
Recognized stock exchange:
As per The Securities Contracts (Regulation) Act, 1956, Recognized Stock Exchange
[Section 2(f)] means a stock exchange which is for the time being recognized by the
Central Government under Section 4 of the Act.
(Author CS Divesh Goyal, GOYAL DIVESH & ASSOCIATES Company Secretary in Practice from
Delhi and can be contacted at csdiveshgoyal@gmail.com)
Disclaimer: The entire contents of this document have been prepared on the basis of relevant
provisions and as per the information existing at the time of the preparation. The observations of the
author are personal view and the authors do not take responsibility of the same and this cannot be quoted

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DIVESH GOYAL

Practicing Company Secretary

SEBI LISTING REGULATIONS INPRINCIPLE

APPROVAL OF RECOGNIZED STOCK EXCHANGE(s). The

BEFORE ISSUING 1 SECURITIES, shall obtain an in-principle

where the securities are listed only on recognised stock

Arrangement for which the listed entity has already obtained No

Arrangement & Scheme of Arrangement}.

Discussed at the end of the Article.

Practicing Company Secretary

(Excluding the date of the

Intimation about the Meeting in which Financial

Intimation about the Meeting in which following matters

Excluding the date of the intimation and date of the meeting.

Practicing Company Secretary

subscribe to equity shares or the passing over of

Any Alteration in the date on which, the interest on

General Meeting Intimation:

Intimation shall also be given in case of any Annual General Meeting or

DISCLOSURE OF EVENTS OR INFORMATION:

Disclosure of Material Event:

Practicing Company Secretary

Events specified in Para A of Part A of Schedule III are deemed to be Material

Events specified in Para B of Part A of Schedule III are deemed to be Material

Criteria for Determination of Materiality of Events/ Information:

a) the OMISSION of an Event or Information, which is likely to result in

discontinuity or alteration of event or information already available publicly;

reaction if the said omission came to light at a later date;

board of directors of listed entity, the event / information is considered

Website: Such policy shall be disclosed on its website.

Determining materiality of an event; or

Determining materiality of an information; or

Making disclosure to Stock Exchange(s)

Approval by passing of Board Resolution by Board of Directors.

Practicing Company Secretary

Intimation to Stock Exchange:

Continuation of Disclosure to Stock Exchange:

Disclosure relating to Materiality of Subsidiary:

Practicing Company Secretary

Requirement of Intimation to Stock Exchange as per Regulation No.28 30:

Time Period of filing of

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