2. REGULATORY FRAMEWORK
• Merit to Disclosure
• Listed Co., proposed to be listed and other
issuer
• Disclosure & Transparency, Corporate
Governance
• Promoters
• Initial Disclosure
• Continuous Disclosure
3. DEPOSITORY
• Dematerialization
• Registration of transfer with depository
• Register of Beneficial Owner
• IPO of above 10 crores in demat
• Mandatory for promoter to demat all his
holdings
4. MCA
Periodic
• Annual Report
• Annual Return
• MCA 21 Portal
• Director Identification Number
• Clause 93 - change in no. of shares held by
promoters & top 10 shareholders
Event Based
• Allotment , creation of charges
• Change of Directorship etc.
5. LISTING AGREEMENT
• Continuous disclosure
• Corporate Governance
– Accounts
– Interim FR – quarterly audited or unaudited with limited review
– Consolidated FS, Cash flow, Related party transaction.
– Disclosure of voting results
• Minimum level of shareholding
• Disclosure of voting results
• Utilization of Fund or material deviation of public/rights
issue.43
• Price Sensitive Information
• Mandatory maintenance of Website of listed cos.
6. SHAREHOLDING PATTERN
• 25% public shareholding
• Persons holding more than 1% of equity shares
• Promoter/Promoters Group
• Persons with PAC holding more than 5% of the total
number of shares
• Shares pledged or encumbered, partly paid, warrants,
locked in, DR, CD
• On a quarterly basis within 21 days of end of each
quarter and within 10 days of any change exceeding
+/- 2% of total paid up share capital
• By the listed co. to RSE
7. TAKEOVER REGULATION
• Disclosure of acquisition & disposal
• Continual disclosure by person holding 25% or
more and by promoter as of 31/3 of every
year within 7 days
• Disclosure of encumbered shares by
promoters within 7 days
8. INSIDER TRADING
• Disclosure by any person who holds/acquires
more than 5% shares within 2 days
• Disclosure by Directors or officer position
taken in derivatives/ his dependents
• Any person holding more than 5% disclose
change exceeds 2% of total shareholding
• Director or Officer & dependents if change
exceeds Rs. 5 lakhs or 25000 shares or 1% of
total shareholding whichever is lower
10. AML
• PAN compulsory for all SM transactions – 2009
• CDD – obtain information to identify persons
who beneficially own securities account
• B.O is natural person who ultimately own or
control or who exercises ultimate effective
control over a legal person or arrangement
11. ENFORCEMENT MECHANISM
• Power to call for information
• Penalty for failure to furnish information or
return
• Penalty for failure to maintain records
• Penalty for failure to furnish information, returns
etc.
• Call for information by ROC - 234
• Prosecution
• Incharge, responsible
