Taxmann's SEBI Manual

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PAGE
CONTENTS
PAGE
List of Rules/Regulations I-29
List of Circulars/Notifications/Press Notes I-33
List of Master Circulars I-51
List of COVID-19 Circulars I-53
DIVISION ONE
SEBI (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018
u Arrangement of Regulations 1.i
u Text of SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018 1.3
u Clarifications 1.365
DIVISION TWO
SEBI ACT, 1992
u Arrangement of Sections 2.3
u Text of Securities and Exchange Board of India Act, 1992 as
amended upto date 2.9
u Notifications issued under Securities and Exchange Board of India
Act, 1992 2.57
DIVISION THREE
SECURITIES CONTRACTS (REGULATION)
ACT, 1956 WITH RULES/REGULATIONS
u Securities Contracts (Regulation) Act, 1956 as amended up to date 3.3
u Securities Contracts (Regulation) Rules, 1957 3.63
u Securities Contracts (Regulation) (Procedure for Holding Inquiry
and Imposing Penalties) Rules, 2005 3.93
u Securities Contracts (Regulation) (Stock Exchanges and Clearing
Corporations) Regulations, 2018 3.99
u Securities Contracts (Regulation) (Manner of Increasing and
Maintaining Public Shareholding in Recognised Stock Exchanges)
I-5

PAGE
CONTENTS I-6
u Securities Contracts (Regulation) (Appeal to Securities Appellate
Tribunal) Rules, 2000 3.155
u Clarifications 3.167
DIVISION FOUR
SEBI RULES, REGULATIONS AND GUIDELINES
4.1
ALTERNATIVE INVESTMENT FUNDS
u Securities and Exchange Board of India (Alternative Investment Funds)
u Operational, Prudential and Reporting Norms for Alternative
Investment Funds (AIFs) 4.33
u Guidelines on disclosures, reporting and clarifications under AIF
Regulations 4.44
u Application for change in category of Alternative Investment Fund 4.52
u Guidelines on overseas investments and other issues/clarifications
for AIFs/VCFs 4.53
u Overseas investment by Alternative Investment Funds (AIFs)/
Venture Capital Funds (VCFs) 4.57
u Participation of Category III Alternative Investment Funds (AIFs) in
commodity derivatives market 4.57
u Online filing system for Alternative Investment Funds 4.59
u Filing of term sheet by Angel Funds 4.59
u Operating guidelines for Alternative Investment Funds in
International Financial Services Centres 4.62
u Disclosure Standards for Alternative Investment Funds (AIFs) 4.65
u Collection of Stamp Duty on Issue, Transfer and Sale of Units
of AIFs 4.135
u Processing of application for registrations of AIFs and launch of
schemes 4.136
4.2
BANKERS TO AN ISSUE
u Securities and Exchange Board of India (Bankers to an Issue)
u Acceptance of public issue applications by banks 4.154

PAGE
I-7 CONTENTS
u Public rights issues by ‘Bankers to an Issue’ 4.154
u Submission of details of shares applications/application monies
received from investors by Banker to an Issue to be furnished
to Registrar of Issue 4.155
u Reporting of information on a periodic basis 4.156
u Strengthening guidelines and raising industry standards for RTA,
issuer companies and Banker to an issue 4.163
u Processing of Investor Complaints in SEBI Complaints
Redress System (SCORES) 4.168
4.3
BUY-BACK OF SECURITIES
u Securities and Exchange Board of India (Buy-back of Securities)
4.4
CERTIFICATION OF ASSOCIATED PERSONS IN
SECURITIES MARKETS
u Securities and Exchange Board of India (Certification of Associated
Persons in the Securities Markets) Regulations, 2007 4.189
u Notifications issued under regulation 3 of Securities and Exchange
Board of India (Certification of Associated Persons in Securities
Markets) Regulations, 2007 4.193
4.5
COLLECTIVE INVESTMENT SCHEME
u Securities and Exchange Board of India (Collective Investment
Schemes) Regulations, 1999 4.202
u ‘Art Funds’ covered by Collective Investment Scheme 4.259
4.6
CORPORATE BONDS
u Reporting of OTC trades in Corporate Bonds on trade Reporting
platforms of Stock Exchanges 4.260
u FIMMDA’s trade reporting and confirmation platform for OTC
transactions in Corporate Bonds and Securitized Debt Instruments 4.261

PAGE
CONTENTS I-8
4.7
CREDIT RATING AGENCY
u Securities and Exchange Board of India (Credit Rating Agencies)
u Master Circular for Credit Rating Agencies 4.285
u Enhanced disclosure and transparency norms for credit rating agencies 4.324
u Enhanced Governance norms for Credit Rating Agencies (CRAs) 4.337
u Review of post-default curing period for CRAs 4.337
4.8
CUSTODIAN
u Securities and Exchange Board of India (Custodian) Regulations, 1996 4.339
u Uniform norms and practices for custodians 4.355
u Format of payment of annual fee as required by SEBI (Custodian
of Securities) (Second Amendment) Regulations, 2006 4.357
u Submission of monthly reports 4.358
u Submission of monthly reports by custodians 4.362
u Online registration mechanism for custodian 4.362
4.9
DEBENTURE TRUSTEES
u Securities and Exchange Board of India (Debenture Trustees)
u Master Circular for Debenture Trustees (DTs) 4.390
u Submission of Quarterly Reports by Debenture Trustees 4.408
u Enhanced disclosure in case of listed debt securities 4.417
u Standardisation of procedure to be followed by Debenture Trustee(s)
in case of ‘default’ by issuers of listed debt securities 4.418
u Creation of security in issuance of listed debt securities and ‘due
diligence’ by debenture trustee(s) 4.420
u Contribution by Issuers of Listed or Proposed to be Listed Debt
Securities towards Creation of “Recovery Expense Fund” 4.425
4.10
DEBT SECURITIES/COMMERCIAL PAPERS -
ISSUE AND LISTING OF
u Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008 4.427

PAGE
I-9 CONTENTS
u Securities and Exchange Board of India (Issue and Listing of Municipal
u Base issue size, minimum subscription, retention of over-subscription
limit and further disclosures in the prospectus for public issue of debt
securities 4.497
u Framework for listing of commercial Paper 4.504
u Public issue of debt securities - Prohibition on payment of incentives 4.508
u System for making Application to Public Issue of Debt Securities 4.509
u Reduction of time-line for Transfer of Equity shares and prescription
of time-line for Transfer of Debt Securities 4.517
u Contents of application form and abridged prospectus for Public
Issue of Debt Securities 4.518
u Electronic book mechanism for issuance of debt securities on
private placement basis 4.527
u Clarification on aspects related to day count convention for Debt
Securities issued under the SEBI (Issue and Listing of Debt Securities)
u Submission of accounts for debt securities issued under SEBI (Issue
and Listing of Debt Securities by Municipalities) Regulations, 2015 4.537
u Disclosure requirements for issuance and listing of green debt
securities 4.538
u Continuous disclosures and compliances by issuers under SEBI
(Issue and Listing of Debt Securities by Municipalities) Regula-
tions, 2015 4.540
u Fund Raising by Issuance of Debt Securities by large entities 4.549
u Separate BSDA Limit for debt securities 4.555
u Operational framework for transactions in defaulted debt securities
post maturity date/redemption date under provisions of SEBI (Issue
and Listing of Debt Securities) Regulations, 2008 4.556
u Guidelines for issue and listing of structured products/market linked
debentures 4.560
u Standardization of timeline for listing of securities issued on a private
placement basis under SEBI (Issue and Listing of Debt Securities)
Regulations, 2008, SEBI (Issue and Listing of Non-convertible
Redeemable Preference Shares) Regulations, 2013, SEBI (Public
Offer and Listing of Securitised Debt Instruments and Security
Receipts) Regulations, 2008 and SEBI (Issue and Listing of Municipal
u Contribution by issuers of listed or proposed to be listed debt
securities towards creation of “recovery expense fund” 4.564

11
DELISTING OF SECURITIES
u Securities and Exchange Board of India (Delisting of Equity Shares)
u Applicability of delisting regulations - Transitional provisions 4.590
u Restrictions on promoters and whole-time directors of compulsorily
delisted companies pending fulfilment of exit offers to the shareholders 4.591
u Timelines for counter offer process 4.592
4.12
DEPOSITORIES
u Depositories Act, 1996 as amended up to date 4.593
u Securities and Exchange Board of India (Depositories and
Participants) Regulations, 2018 4.610
u Depositories (Appeal to Securities Appellate Tribunal) Rules, 2000 4.657
u Depositories (Appeal to the Central Government) Rules, 1998 4.666
u Depositories (Procedure for Holding Inquiry and Imposing Penalties)
Rules, 2005 4.671
u Master Circular for Depositories 4.674
u Master Circular for Stock Exchanges and Depositories 4.806
u Database for Distinctive Number (DN) of shares - Action against
non-compliant companies 4.811
u Execution of Power of Attorney (PoA) by the Client in favour of the
Stock Broker/Stock Broker and Depository Participant 4.812
u Annual audit system 4.816
u Margin obligations to be given by way of pledge/re-pledge in
depository system 4.825
u Recording of all types of encumbrances in depository system 4.830
4.13
DEPOSITORY RECEIPTS SCHEME, 2014
u Depository Receipts Scheme, 2014 4.831
u Issue of Foreign Currency Convertible Bonds and Ordinary Shares
(Through Depositary Receipt Mechanism) Scheme, 1993 4.836
u Issue of Foreign Currency Exchangeable Bonds Scheme, 2008 4.851
u Companies (Issue of Global Depository Receipts) Rules, 2014 4.854
u Framework for issue of Depository Receipts 4.856
CONTENTS I-10

14
DERIVATIVES
u Master Circular on Matters Relating to Exchange Traded Derivatives 4.865
u Guidelines on exchange traded interest rate derivatives 4.974
u Composition of capital and margins 4.981
u Participation of banks in interest rate derivatives market 4.983
u Introduction of Bond Index 4.983
u Margins for USD-INR Contracts 4.984
4.15
DEVELOPMENT FINANCIAL INSTITUTIONS
u Guidelines for disclosure and investor protection 4.985*
4.16
DISCLOSURE STANDARDS FOR CORPORATES
u Continuing disclosure standards by corporates 4.992*
4.17
EMPLOYEE STOCK OPTION
u Securities and Exchange Board of India (Share Based Employee
Benefits) Regulations, 2014 4.995*
u Requirements specified under the SEBI (Share Based Employee
Benefits) Regulations, 2014 4.1010*
4.18
EURO ISSUE AND OTHER GUIDELINES
u Euro Issue 4.1022*
4.19
FOREIGN PORTFOLIO INVESTORS/FOREIGN
VENTURE CAPITAL INVESTORS
u Securities and Exchange Board of India (Foreign Portfolio
Investors) Regulations, 2019 4.1053*
u Securities and Exchange Board of India (Foreign Venture Capital
u Clarifications regarding operations of Foreign Institutional Investors 4.1088*
I-11 CONTENTS
*See Volume 2.

PAGE
CONTENTS I-12
u Half-yearly reconciliation of FII data 4.1101*
u SEBI’s permission regarding FIIs to trade in all exchange
traded derivative contracts 4.1103*
u Applicability of investment limit in exchange traded derivative
contracts 4.1103*
u Unique client code for Foreign Institutional Investors (FIIs) and
their Sub-Accounts (SAs) 4.1104*
u Registration/Renewal of Foreign Institutional Investors and
Sub-Accounts 4.1105*
u Removal of restrictions on PNIs (ODIs) 4.1105*
u Firm commitment requirement for registration as Foreign Venture
Capital Investors 4.1105*
u Commencement of Foreign Portfolio Investor (“FPI”) Regime 4.1106*
u Investments by FPIs in non-convertible/redeemable preference
shares or debentures of Indian Companies 4.1107*
u Online filing system for foreign venture capital investors 4.1107*
u Participation of Foreign Portfolio Investors (FPIs) in commodity
derivatives in IFSC 4.1108*
u Common application form and operational guidelines for FPIs/
DDPs under SEBI (Foreign Portfolio Investors) Regulations, 2019
and eligible foreign investors 4.1109*
4.20
FORWARD CONTRACTS/COMMODITY DERIVATIVES
u Forward Contracts (Regulation) Act, 1952 4.1172*
u Forward Contracts (Regulation) Rules, 1954 4.1193*
u Master Circular for Commodity Derivatives Market 4.1210*
u Applicability of circulars issued for Commodity Derivatives Markets 4.1383*
u Guidelines for Liquidity Enhancement Scheme (LES) in commodity
derivatives contracts 4.1383*
u Alternate risk management framework applicable in case of near
zero and negative prices 4.1384*
u Modifications in the contract specifications of commodity derivatives
contracts 4.1386*
*See Volume 2.

PAGE
I-13 CONTENTS
4.21
INFORMAL GUIDANCE
u Securities and Exchange Board of India (Informal Guidance)
Scheme, 2003 4.1394*
4.22
INFRASTRUCTURE INVESTMENT TRUSTS
u Securities and Exchange Board of India (Infrastructure Investment
Trusts) Regulations, 2014 4.1397*
u Guidelines for public issue of units of InvITs 4.1457*
u Disclosure of Financial Information in offer document/placement
memorandum for InvITs 4.1477*
u Continuous disclosures and compliances by InvITs 4.1489*
u Online filing system for Real Estate Investment Trusts (REITs) and
Infrastructure Investment Trusts (InvITs) 4.1499*
u Participation by strategic investor(s) in InvITs and REITs 4.1499*
u Guidelines for Issuance of Debt Securities by Real Estate Investment
Trusts (REITs) and Infrastructure Investment Trusts (InvITs) 4.1500*
u Guidelines for preferential issue of units by Infrastructure Investment
Trusts (InvITs) 4.1502*
u Guidelines for determination of allotment and trading lot size for
Real Estate Investment Trusts (REITs) and Infrastructure Investment
u Guidelines for preferential issue of units and institutional placement
of units by a listed Infrastructure Investment Trust (InvIT) 4.1506*
u Guidelines for rights issue of units by a listed infrastructure
investment Trust (InvIT) 4.1517*
u Guidelines for filing of placement memorandum - InvITs proposed
to be listed 4.1526*
u Manner and mechanism of providing exit option to dissenting unit
holders pursuant to Regulation 22(5C) and Regulation 22(7) of SEBI
Infrastructure Investment Trusts Regulations, 2014 4.1526A*
u Conducting meeting of unit holders of InvITs and REITs through Video
Conferencing (VC) or through other Audio-Visual Means (OAVM) 4.1531*
u Listing and trading of units of infrastructure investment trusts (InvITs)
and Real Estate Investment Trusts (REITs) on Recognized Stock
Exchanges In International Financial Services Centres (IFSC) 4.1533*
*See Volume 2.

PAGE
CONTENTS I-14
u Guidelines for rights issue of units by an Unlisted Infrastructure
Investment Trust (InvIT) 4.1534*
4.23
INSIDER TRADING, PROHIBITION OF
u Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015 4.1539*
u Disclosures under SEBI (Prohibition of Insider Trading) Regulations,
2015 4.1571*
u Reporting to stock exchanges regarding violations under Securities
and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015 relating to the Code of Conduct (CoC) 4.1585*
u Allowing offer for sale (OFS) and rights entitlements (RE) transactions
during trading window closure period 4.1587*
u Automation of continual disclosures under regulation 7(2) of SEBI
(Prohibition of Insider Trading) Regulations, 2015 - System Driven
Disclosures 4.1588*
4.24
INTERMEDIARIES
u Securities and Exchange Board of India (Intermediaries)
Regulations, 2008 4.1591*
4.25
INTERNATIONAL FINANCIAL SERVICES CENTRES
u International Financial Services Centres Authority Act, 2019 4.1619*
u Securities and Exchange Board of India (International Financial
Services Centres) Guidelines, 2015 4.1637*
u Issuance, listing and trading of debt securities on exchanges in
International Financial Services Centres (IFSCs) 4.1657*
u Operating guidelines for portfolio managers in International
Financial Services Centres (IFSC) 4.1658*
u Currency future and options contracts (involving indian rupee) on
exchanges in International Financial Services Centres (IFSC) 4.1661*
u Operating guidelines for investment advisers in International
Financial Services Centre 4.1662*
*See Volume 2.

PAGE
I-15 CONTENTS
4.26
INVESTOR ACCREDITATION
u Framework for the process of accreditation of investors for the
purpose of innovators growth platform 4.1666*
4.27
INVESTMENT ADVISERS
u Securities and Exchange Board of India (Investment Advisers)
u Measures to Strengthen the Conduct of Investment Advisers (IA) 4.1693*
u Administration and Supervision of Investment Advisers 4.1694*
u Operating Guidelines for Investment Advisers in International
Financial Services Centre 4.1695*
u Guidelines for Investment Advisers 4.1698*
4.28
INVESTOR PROTECTION
u Securities and Exchange Board of India (Investor Protection and
Education Fund) Regulations, 2009 4.1706*
4.29
INTEREST LIABILITY REGULARISATION
u Securities and Exchange Board of India (Interest Liability
Regularisation) Scheme, 2004 4.1712*
4.30
KNOW YOUR CLIENT REGISTRATION AGENCY &
KNOW YOUR CLIENT
u Securities and Exchange Board of India {KYC (Know Your Client)
Registration Agency} Regulations, 2011 4.1717*
u Processing of Investor Complaints against KRA {KYC (Know Your
Client) Registration Agency} in SEBI Complaints Redress System
(SCORES) 4.1730*
u Cyber Security & Cyber resilience framework for KYC Registration
Agencies 4.1731*
u e-KYC authentication facility under section 11A of the Prevention of
Money Laundering Act, 2002 by Entities in Securities Market for
Resident Investors 4.1739*
*See Volume 2.

PAGE
u Entities permitted to undertake e-KYC aadhaar authentication
service of UIDAI in securities market 4.1742*
u Clarification on Know Your Client (KYC) process and use of
technology for KYC 4.1744*
4.31
LEAD MANAGERS
u Measures for Disclosure and Investor Protection - Lead Managers 4.1749*
4.32
MARKET MAKERS
u Market Making 4.1754*
u Guidelines for market makers on Small and Medium Enterprise
(SME) Exchange/Separate Platform of existing Exchange having
nationwide terminal 4.1756*
4.33
MERCHANT BANKERS
u Securities and Exchange Board of India (Merchant Bankers)
u Reporting of information on a half-yearly basis 4.1784*
u Reduction in time between issue closure and listing 4.1789*
u Issue of no objection certificate for release of 1 per cent of issue
amount 4.1796*
u Disclosure of details of the allottees in the Qualified Institutional
Placements (QIPs) made by issuer company 4.1802*
u Disclosure of price information of past issues handled by Merchant
Bankers 4.1802*
u Disclosure of track record of the public issues managed by
Merchant Bankers 4.1804*
4.34
MONEY LAUNDERING
u Master Circular on AML/CFT 4.1805*
4.35
MUTUAL FUNDS
u Securities and Exchange Board of India (Mutual Funds)
u Master Circular for Mutual Funds 4.1926*
CONTENTS I-16
*See Volume 2.

PAGE
I-17 CONTENTS
u Clarification on Schedule VI of Mutual Fund Regulations 4.2044*
u Guidelines for Asset Management Companies (AMCs) 4.2044*
u Common key personnel between Mutual Funds and Venture
Capital Funds 4.2045*
u Incorporation of asset management companies and other inter-
mediaries in securities market 4.2045*
u Mentioning of Bank Account Number and PAN by investors 4.2046*
u Notification for index fund scheme and short selling 4.2046*
u Removal of initial issue expenses 4.2047*
u Facilitating transaction in mutual fund schemes through the stock
exchange infrastructure 4.2047*
u Management and advisory services by AMCs to foreign portfolio
investors 4.2048*
u Investment in units of mutual funds in the name of minor through
guardian and ease of process for transmission of units 4.2048*
u Stewardship code for all mutual funds and all categories of AIFs,
in relation to their investment in listed equities 4.2049*
u Listing of mutual fund schemes that are in process of winding up 4.2053*
u Investment by sponsor or asset management company in scheme 4.2054*
u Transaction in corporate bonds/commercial papers through RFQ
platform and enhancing transparency pertaining to debt schemes 4.2055*
u Resources for trustees of mutual funds 4.2056*
u Review of debt and money market securities transactions disclosure 4.2057*
u Categorization and rationalization of mutual funds schemes 4.2059*
u Uniformity of NAV and other matters 4.2066*
u Product labelling in mutual fund schemes - Risk-o-Meter 4.2067*
u Review of dividend option(s)/plan(s) in case of mutual fund schemes 4.2084*
u Guidelines on inter-scheme transfers of securities 4.2085*
u Enhancement of Overseas Investment limits for Mutual Funds 4.2089*
u Norms regarding holding of liquid assets in open ended debt
schemes & stress testing of open ended debt schemes 4.2089B*
4.36
NON-CONVERTIBLE REDEEMABLE PREFERENCE
SHARES, ISSUE AND LISTING OF
u Securities and Exchange Board of India (Issue and Listing of Non-
Convertible Redeemable Preference Shares) Regulations, 2013 4.2090*
*See Volume 2.

PAGE
CONTENTS I-18
u Streamlining Process of Public Issue under SEBI (Issue and Listing of
Debt Securities) Regulations, 2008; SEBI (Issue and Listing of Non-
Convertible Redeemable Preference Shares) Regulations, 2013;
SEBI (Public Offer and Listing of Securitised Debt Instruments)
Regulations, 2008 and SEBI (Issue and Listing of Debt Securities by
Municipalities) Regulations, 2015 4.2111*
u Issuance, listing and trading of Perpetual Non-Cumulative Preference
Shares (PNCPS) and Innovative Perpetual Debt Instruments (IPDIs)/
Perpetual Debt Instruments (PDIs) (Commonly referred to as addi-
tional Tier 1 (AT 1) Instruments) 4.2114*
4.37
OFFER DOCUMENTS
u Securities and Exchange Board of India (Framework for Rejection
of Draft Offer Documents) Order, 2012 4.2118*
4.38
OMBUDSMAN
u Securities and Exchange Board of India (Ombudsman)
4.39
PORTFOLIO MANAGER
u Securities and Exchange Board of India (Portfolio Managers)
u Amendments vide SEBI (Portfolio Managers) (Amendment)
u Application procedure for registration/renewal as portfolio manager 4.2169*
u Decision of Portfolio Managers in Deployment of Client’s Account 4.2176*
u Renewal of Certificate of Registration 4.2177*
u Extension of time for compliance with Regulation 16(8) of SEBI
(Portfolio Managers) Regulations, 1993 4.2178*
u Submission of monthly report 4.2180*
u Maintenance of clients’ funds in a separate bank account by
portfolio managers 4.2186*
u Half-yearly reporting by portfolio managers 4.2186*
u Guidelines for portfolio managers 4.2188*
*See Volume 2.

PAGE
u Clarification on minimum investment amount by clients, performance
of portfolio and schemes 4.2201*
4.40
REAL ESTATE INVESTMENT TRUSTS
u Securities and Exchange Board of India (Real Estate Investment Trusts)
u Guidelines for public issue of units of REITs 4.2256*
u Disclosure of financial information in offer document for REITs 4.2274*
u Continuous disclosures and compliances by REITs 4.2286*
u Encumbrance on units of Real Estate Investment Trusts (REITs) 4.2294*
u Online filing system for Real Estate Investment Trusts (REITs) and
Infrastructure Investment Trusts (InvITs) 4.2296*
u Participation by strategic investor(s) in InvITs and REITs 4.2296*
u Guidelines for determination of allotment and trading lot size for
Real Estate Investment Trusts (REITs) and Infrastructure Investment
u Guidelines for preferential issue of units and institutional placement
of units by a listed Real Estate Investment Trust (REIT) 4.2298*
u Guidelines for rights issue of units by a listed Real Estate Investment
Trust (REIT) 4.2309*
u Conducting meeting of unitholders of InvITs and REITs through video
conferencing (VC) or through other audio-visual means (OAVM) 4.2318*
u Manner and mechanism of providing exit option to dissenting unit
holders pursuant to Regulation 22(6A) and Regulation 22(8) of
SEBI Real Estate Investment Trusts Regulations, 2014 4.2320A*
u Listing and trading of units of Infrastructure Investment Trusts (InvITs)
and Real Estate Investment Trusts (REITs) on recognized stock
exchanges in International Financial Services Centres (IFSC) 4.2325*
4.41
REFUND TO INVESTORS
u Securities and Exchange Board of India (Appointment of
Administrator and Procedure for Refunding to the Investors)
u Empanelment of Insolvency Professionals (IPs) to be appointed as
administrator, remuneration and other incidental and connected
matters under the Securities and Exchange Board of India
I-19 CONTENTS
*See Volume 2.

PAGE
(Appointment of Administrator and Procedure for Refunding to the
4.42
REGISTRAR TO AN ISSUE/SHARE
TRANSFER AGENTS
u Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 4.2339*
u Instructions to Registrars to an issue/share transfer agents 4.2361*
u Reporting of information on a quarterly basis - Registrar to issue
and share transfer agents 4.2381*
u Review of Regulatory Compliance and Periodic Reporting 4.2387*
u Periodical report - Grant of prior approval to registrars to an issue
and share transfer agents 4.2391*
u Cyber security and cyber resilience framework for registrars to an
issue/share transfer agents (RTAs) 4.2391*
u Enhanced monitoring of qualified registrars to an issue and share
transfer agents 4.2400*
u Processing of investor complaints in SEBI Complaints Redress
System (SCORES) 4.2405*
4.43
RESEARCH ANALYSTS/PROXY ADVISORS
u Securities and Exchange Board of India (Research Analysts)
u How to get registered as a research analyst and instructions for
filling in Form A 4.2425*
u Procedural guidelines for proxy advisors 4.2427*
u Grievance resolution between listed entities and proxy advisors 4.2428*
4.44
SANDBOX
u Framework for regulatory sandbox 4.2430*
4.45
SEBI NOMINEE DIRECTORS
u Guidelines for fair practices/code of conduct for public represen-
tative and SEBI nominee directors 4.2440*
CONTENTS I-20
*See Volume 2.

46
SECURITIES APPELLATE TRIBUNAL
u Securities Appellate Tribunal (Procedure) Rules, 2000 4.2443*
u Securities Appellate Tribunal (Salaries and Allowances and other
Conditions of Service of the Officers and Employees) Rules, 1997 4.2451*
u Securities Appellate Tribunal (Salaries, Allowances and other
Terms and Conditions of Presiding Officer and Other Members)
Rules, 2003 4.2452*
u Conditions of service of Chairperson and members of Tribunals,
Appellate Tribunals and other authorities 4.2456*
u Tribunal, Appellate Tribunal and other Authorities (Qualifications,
Experience and other Conditions of Service of Members) Rules,
2020 4.2462*
4.47
SECURITIES TRANSACTION TAX
u Chapter VII of Finance (No. 2) Act, 2004 - Securities Transaction
Tax 4.2487*
u Securities Transaction Tax Rules, 2004 4.2497*
u New major head for Accounting Securities Transaction Tax 4.2509*
u Clarification issued by CBDT 4.2510*
4.48
SECURITISED DEBT INSTRUMENTS/SECURITY RECEIPT,
ISSUE AND LISTING OF
u Securities and Exchange Board of India (Issue and Listing of
Securitised Debt Instruments and Security Receipts) Regulations, 2008 4.2511*
u Reporting of trades in Securitised debt instruments in trade reporting
platforms and clearing and settlement of trades in securitised debt
instruments through clearing corporations 4.2552*
u Streamlining Process of Public Issue under SEBI (Issue and Listing of
Debt Securities) Regulations, 2008; SEBI (Issue and Listing of Non-
Convertible Redeemable Preference Shares) Regulations, 2013; SEBI
(Public Offer and Listing of Securitised Debt Instruments) Regulations,
2008 and SEBI (Issue and Listing of Debt Securities by Municipalities)
I-21 CONTENTS
*See Volume 2.

49
SELF REGULATORY ORGANISATION
u Securities and Exchange Board of India (Self Regulatory Organisa-
tions) Regulations, 2004 4.2558*
4.50
SETTLEMENT OF ADMINISTRATIVE
AND CIVIL PROCEEDINGS
u Securities and Exchange Board of India (Settlement Proceedings)
Regulations, 2018 4.2573†
u Factors for assuring confidentiality in a settlement application
filed under Chapter IX of the SEBI (Settlement Proceedings)
4.51
STOCK BROKER AND
STOCK EXCHANGES
u Securities and Exchange Board of India (Stock Brokers)
u Transactions between clients and brokers 4.2656†
u Irregularities/deficiencies in books of account of members 4.2659†
u Issue of public advertisement on cancellation of sub-broker
registration 4.2660†
u Fees payable by stock brokers 4.2660†
u Change in status and constitution of the stock brokers in cash
and derivatives segments of the exchanges under rule 4(c) of
SEBI (Stock Brokers and Sub-Brokers) Rules, 1992 4.2681†
u Registration of sub-brokers 4.2683†
u Financial requirements and norms for corporate brokers 4.2683†
u Capital adequacy norms for brokers 4.2684†
u Membership card value for networth calculations of members 4.2687†
u Requirement of fee clearance and NOC - Non-applicability in
respect of certain category of members of stock exchanges 4.2688†
u Master circular for stock exchange and clearing corporation 4.2689†
u Master circular for Stock Brokers 4.3056†
u Computation of daily contract settlement value - Interest Rate Futures 4.3201†
CONTENTS I-22
*See Volume 2.
†See Volume 3.

PAGE
u Prior approval for re-commencing trading on the Stock Exchange 4.3201†
u Limitation period for filing of arbitration reference 4.3202†
u Trading rules and shareholding in dematerialized mode 4.3203†
u Reporting of OTC transactions in Certificates of Deposit (CD)
and Commercial Papers (CPs) 4.3205†
u Processing of investor complaints against listed companies in
SEBI Complaints Redress System (SCORES) 4.3206†
u Public issues in electronic form and use of nationwide broker
network of Stock Exchanges for submitting application forms 4.3211†
u Compliance with the provisions of equity listing agreement by listed
companies - Monitoring by stock exchanges 4.3216†
u Standardization and Simplification of Procedures for Transmission
of Securities 4.3219†
u Prevention of unauthorised trading by stock brokers 4.3221†
u Role of Sub-Broker (SB) vis-a-vis Authorised Person (AP) 4.3223†
u Discontinuation of Acceptance of Cash by Stock Brokers 4.3224†
u Uniform Membership structure Across segments 4.3225†
u Streamlining issuance of scores authentication for SEBI registered
intermediaries 4.3226†
u Mapping of Unique Client Code (UCC) with demat account of
clients 4.3226†
u Collection and reporting of margins by Trading Member (TM)/
Clearing Member (CM) in cash segment 4.3228†
u Framework to enable verification of upfront collection of margins
from clients in cash and derivatives segments 4.3231†
u Review of margin framework for cash and derivatives segments
(except for commodity derivatives segment) 4.3233†
u Standard operating procedure in the cases of trading member/
clearing member leading to default 4.3238†
u Investor grievances redressal mechanism - Handling of scores
complaints by stock exchanges and standard operating procedure
for non-redressal of grievances by listed companies 4.3246†
u Advisory for financial sector organizations regarding Software as a
Service (SaaS) based solutions 4.3251†
u Investor Grievance Redressal Mechanism 4.3253†
u Outsourcing of activities, Business Continuity Plan (BCP) and Disaster
Recovery (DR) and Cyber Security and Cyber Resilience Framework -
Limited Purpose Clearing Corporation (LPCC) 4.3255†
I-23 CONTENTS
†See Volume 3.

PAGE
u Introduction of cross-margining facility in respect of off-setting positions
in co-related equity indices 4.3258†
4.52
SWEAT EQUITY
u Securities and Exchange Board of India (Issue of Sweat Equity)
4.53
TAKEOVER REGULATIONS
u Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011 4.3267†
u Formats under Takeover Regulations 4.3308†
n Format for Disclosures under Regulation 10(5) - Intimation to
StockExchangesinrespectofacquisitionunderRegulation10(1)(a)
of SEBI (Substantial Acquisition of Shares and Takeovers) Regula-
tions, 2011 4.3310†
StockExchangesinrespectofacquisitionunderregulation10(4)(e)
tions, 2011 4.3311†
StockExchangesinrespectofacquisitionunderRegulation10(4)(f)
tions, 2011 4.3313†
n Format for Disclosures under Regulation 10(6) - Report to Stock
Exchanges in respect of any acquisition made in reliance upon
exemption provided for in Regulation 10 of SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011 4.3314†
n Format under Regulation 10(7) - Report to SEBI in respect of any
acquisition made in reliance upon exemption provided for in
Regulation 10(1)(a)(i) of SEBI (Substantial Acquisition of Shares
and Takeovers) Regulations, 2011 4.3315†
Regulation 10(1)(a)(ii) of SEBI (Substantial Acquisition of Shares
†See Volume 3.
CONTENTS I-24

PAGE
Regulation 10(1)(a)(iii) of SEBI (Substantial Acquisition of Shares
Regulation 10(1)(a)(iv) of SEBI (Substantial Acquisition of Shares
Regulation 10(1)(a)(v) of SEBI (Substantial Acquisition of Shares
Regulation 10(1)(d)(iii) of SEBI (Substantial Acquisition of Shares
Regulation 10(1)(h) of SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011 4.3334†
Regulation 10(2) of SEBI (Substantial Acquisition of Shares and
Regulation 10(3) and (4)(c) of SEBI (Substantial Acquisition of
Shares and Takeovers) Regulations, 2011 4.3339†
Regulation 10(4)(a) of SEBI (Substantial Acquisition of Shares and
Regulation 10(4)(f) of SEBI (Substantial Acquisition of Shares and
n Format for Public Announcement under Regulation 15(1) of SEBI
(Substantial Acquisition of Shares and Takeovers) Regulations,
2011 4.3347†
n Format for Detailed Public Statement (DPS) to the Shareholders of
the Target Company (TC) in terms of Regulation 15(2) of SEBI
2011 4.3349†
†See Volume 3.
I-25 CONTENTS

PAGE
n Standard Letter of Offer for an Open Offer in Terms of the SEBI
2011 4.3353†
n FormatforDisclosurebyacquirerforshares/votingrightsacquired
during the offer period under Regulation 18(6) in terms of SEBI
2011 4.3385†
n Format for Advertisement under Regulation 18(7) in terms of SEBI
2011 4.3385†
n Format for Post Offer Advertisement under Regulation 18(12) in
terms of SEBI (Substantial Acquisition of Shares and Takeovers)
n Format for Recommendations of the Committee of Independent
Directors (IDC) on the Open Offer to the Shareholders of the
Target Company under Regulation 26(7) of SEBI (Substantial
n FormatforPost-OpenOfferReportunderRegulation27(7)ofSEBI
2011 4.3389†
n Format for Disclosures under Regulation 29(1) of SEBI (Substantial
Acquisition of Shares & Takeovers) Regulations, 2011 4.3396†
n Format for Disclosures under Regulation 29(2) of SEBI (Substantial
Acquisition of Shares & Takeovers) Regulations, 2011 4.3398†
n Format for Disclosures under Regulation 30(1) and 30(2) of SEBI
(Substantial Acquisition of Shares & Takeovers) Regulations,
2011 4.3399†
n Format for Disclosure by the Promoter(s) to the Stock Exchanges
andtotheTargetCompanyforencumbranceofshares/invocation
of encumbrance/release of encumbrance, in terms of Regulation
31(1) and 31(2) of SEBI (Substantial Acquisition of Shares and
u Exemption Application under Regulation 11(1) of SEBI (Substantial
u Mechanism for Acquisition of Shares through Stock Exchange
Pursuant to Tender-offers under Takeovers, Buy back and delisting 4.3411†
u System-driven disclosures in securities market 4.3415†
4.54
UNDERWRITERS
u Securities and Exchange Board of India (Underwriters)
CONTENTS I-26
†See Volume 3.

PAGE
u Master circular for Underwriters Registered with SEBI 4.3441†
u Application procedure for registration/renewal as underwriter 4.3458†
4.55
UNFAIR TRADE PRACTICES
u Securities and Exchange Board of India (Prohibition of Fraudulent
and Unfair Trade Practices Relating to Securities Market)
4.56
VANISHING COMPANIES
u Vanishing companies 4.3469†
4.57
OTHER RULES & REGULATIONS
u Settlement Scheme, 2020 4.3474†
u Securities and Exchange Board of India (Annual Report) Rules, 1994 4.3475†
u Securities and Exchange Board of India (Appeal to Central Govern-
ment) Rules, 1993 4.3477†
u Securities and Exchange Board of India (Form of Annual Statement
of Accounts and Records) Rules, 1994 4.3481†
u Securities and Exchange Board of India (Procedure for Board
Meetings) Regulations, 2001 4.3491†
u Securities and Exchange Board of India (Procedure for Holding
Inquiry and Imposing Penalties) Rules, 1995 4.3494†
u Securities and Exchange Board of India (Issuing Observations
on Draft Offer Documents Pending Regulatory Actions) Order,
2006 4.3497†
u Securities and Exchange Board of India (Regulatory Fee on
Stock Exchanges) Regulations, 2006 4.3498†
u Code on conflict of interests for members of Board 4.3501†
u Code of conduct for Investor Associations (IAs) 4.3503†
u Securities and Exchange Board of India (Aid for Legal Proceedings)
Guidelines, 2009 4.3504†
u Securities and Exchange Board of India (Employees’ Service)
u Securities and Exchange Board of India (Terms and Conditions of
Service of Chairman and Members) Rules, 1992 4.3554†
u Issue of certified copies of orders and circulars 4.3558†
I-27 CONTENTS
†See Volume 3.

58
APPLICATIONS SUPPORTED BY BLOCKED
AMOUNT PROCESS (ASBA)
u Self-Certified Syndicate Banks (SCSBs) under Applications
Supported by Blocked Amount (ASBA) process made effective
by SEBI 4.3560†
u Applications Supported by Blocked Amount (ASBA) process
implemented successfully 4.3568†
u Five more Self-Certified Syndicate Banks (SCSBs) included under
Applications Supported by Blocked Amount (ASBA) process
bringing the total of such banks to 10 4.3569†
u ASBA facility to be extended to HNIs and Corporate Investors 4.3569†
u Applications Supported by Blocked Amount (ASBA) facility 4.3570†
u Contents of Application-cum-Bidding Form and Manner of
Disclosure 4.3577†
u Compensation to Retail Individual Investors (RIIs) in an IPO 4.3590†
u Streamlining process of public issue under SEBI (Issue and Listing
of Debt Securities) Regulations, 2008; SEBI (Issue and Listing of
Non-Convertible Redeemable Preference Shares) Regulations,
2013; SEBI (Public Offer and Listing of Securitised Debt Instruments)
Regulations, 2008 and SEBI (Issue and Listing of Debt Securities by
Municipalities) Regulations, 2015 4.3593†
u Streamlining Process of Public Issue of equity shares and convertibles 4.3597†
u Streamlining the process of public issue of equity shares and converti-
bles - Implementation of Phase II of unified payments interface with
application supported by block amount 4.3622†
DIVISION FIVE
LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS
u SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations) 5.3†
u Clarifications 5.105†
u Listing Agreement for Indian Depository Receipts (IDRs) 5.331†
DIVISION SIX
COVID-19 CIRCULARS
u COVID-19 Circulars 6.3†
SUBJECT INDEX i
CONTENTS I-28
†See Volume 3.

5.3
SEBI (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015 (LISTING
REGULATIONS)
SEBI (LISTING OBLIGATIONS AND DISCLOSURE
(LISTING REGULATIONS)
SEBI has notified SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations) on September 2, 2015, after following the consultation process.
A time period of ninety days has been given for implementing the Regulations. However,
two provisions of the regulations, which are facilitating in nature, are applicable with
immediate effect. These pertain to (i) passing of ordinary resolution instead of special
resolution in case of all material related party transactions subject to related parties
abstaining from voting on such resolutions, in line with the provisions of the companies
Act, 2013, and (ii) re-classification of promoters as public shareholders under various
circumstances.
The Listing regulations would consolidate and streamline the provisions of existing listing
agreements for different segments of the capital market viz. Equity (including conver-
tibles) issued by entities listed on the Main Board of the Stock Exchanges, Small and
Medium Enterprises listed on SME Exchange and Institutional Trading Platform, Non-
Convertible Debt Securities, Non-Convertible Redeemable Preference Shares, Indian
Depository Receipts, Securitized Debt Instruments and Units issued by Mutual Fund
Schemes. The Regulations have thus been structured to provide ease of reference by
consolidating into one single document across various types of securities listed on the
Stock exchanges.
The Listing Regulations have been sub-divided into two parts viz., (a) substantive
provisions incorporated in the main body of Regulations; (b) procedural requirements in
the form of Schedules to the Regulations.
The main features of these regulations are as follows:
1. Guiding Principles (Chapter II) : The regulations start by providing broad principles
(in line with IOSCO Principles) for periodic disclosures by listed entities and also
have incorporated the principles for corporate governance (in line with OECD
principles). These principles underlie specific requirements prescribed in different
chapters of the Regulations. In the event of the absence of specific requirements or
ambiguity, these principles would serve to guide the listed entities.
2. Common obligations applicable to all listed entities (Chapter III) : Obligations
which are common to all listed entities have been enumerated. These include
general obligation of compliance of listed entity, appointment of common compli-
ance officer, filings on electronic platform, mandatory registration on SCORES, etc.
SAMPLE CHAPTERSAMPLE CHAPTER
SAMPLE CHAPTER
Listing Obligations and Disclosure Requirements
Volume - 3

3. Obligations which are applicable to specific types of securities (Chapters III to IX) :
Obligations which are applicable to specific types of securities have been incorpo-
rated in separate chapters.
4. Obligations of stock exchanges and provisions in case of default (Chapters X & XI) :
Stock Exchanges have been given responsibility to monitor compliance or ade-
quacy/accuracy of compliance with provisions of these regulations and to take
action for non-compliance.
5. Ease of Reference : The related provisions have been aligned and provided at a
commonplaceforeaseofreference.Forexample,allclausesdealingwithdisclosure
of events or information which may be material or price sensitive spread across the
Listing Agreement have been provided as a schedule to the regulations. All disclo-
sures required to be made on the website of the listed entity have been enumerated
at a single place for ease of reference and all requirements pertaining to disclosures
in annual report have been combined.
6. Streamlining and segregation of initial issuance/listing obligations: In order to
ensure that there is no overlapping or confusion on the applicability of these
regulations, pre-listing requirements have been incorporated in respective regula-
tions viz. ICDR Regulations, ILDS Regulations, etc. These provisions pertain to
allotment of securities, refund and payment of interest, 1% Security Deposit (in case
of public issuance), etc. Post-listing requirements have been incorporated in Listing
Regulations.
7. Alignment with provisions of Companies Act, 2013 : Wherever necessary, the
provisionsinListingRegulationshavebeenalignedwiththoseoftheCompaniesAct,
2013.
8. Listing Agreement- A shortened version of the Listing Agreement (2 page approxi-
mately) will be prescribed which will be required to be signed by a company getting
its securities listed on Stock Exchanges. Existing listed entities will be required to
sign the shortened version within six months of the notification of the regulations.
Source : Press Release No. 226/2015.
SEBI (LISTING OBLIGATIONS AND DISCLOSURE
In exercise of the powers conferred by section 11, sub-section (2) of section 11A and section
30 of the Securities and Exchange Board of India Act, 1992 (15 of 1992) read with section
31 of the Securities Contracts (Regulation) Act, 1956 (42 of 1956) the Securities and
Exchange Board of India hereby makes the following Regulations, namely:—
CHAPTER I
PRELIMINARY
Short title and commencement.
1. (1) These regulations may be called the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
(2) They shall come into force on the ninetieth day from the date of their publication in the
Official Gazette :
Provided that the provisions of sub-regulation (4) of regulation 23 and regulation 31A shall
come into force on the date of notification of these regulations.
SEBI (LODR) REGULATIONS, 2015 5.4
1. See also Clarification Two.

Definitions.
2. (1) In these regulations, unless the context otherwise requires:—
(a) “Act” means the Securities and Exchange Board of India Act, 1992 (15 of 1992);
(b) “associate” shall mean any entity which is an associate under *sub-section (6) of
section 2 of the Companies Act, 2013 or under the applicable accounting standards :
Provided that this definition shall not be applicable for the units issued by mutual
fund which are listed on a recognised stock exchange(s) for which the provisions of
the Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 shall
be applicable;
(c) “Board” means the Securities and Exchange Board of India established under
section 3 of the Act;
(d) “board of directors” or “board of trustees” shall mean the board of directors or board
of trustees, whichever applicable, of the listed entity;
(e) “chief executive officer” or “managing director” or “manager” shall mean the person
so appointed in terms of the Companies Act, 2013;
(f) “chief financial officer” or “whole time finance director” or “head of finance”, by
whatever name called, shall mean the person heading and discharging the finance
function of the listed entity as disclosed by it to the recognised stock exchange(s) in
its filing under these regulations;
(g) “committee” shall mean committee of board of directors or any other committee so
constituted;
(h) “designated securities” means specified securities, non-convertible debt securities,
non-convertible redeemable preference shares, perpetual debt instrument, per-
petual non-cumulative preference shares, Indian depository receipts, securitised
debt instruments, 2
[security receipts,] units issued by mutual funds and any other
securities as may be specified by the Board ;
(i) “financialyear”shallhavethesamemeaningasassignedtoitunder*sub-section(41)
of section 2 of the Companies Act, 2013;
3
[(ia) “fugitive economic offender” shall mean an individual who is declared a fugitive
economic offender under section 12 of the Fugitive Economic Offenders Act, 2018
(17 of 2018).]
(j) “global depository receipts” means global depository receipts as defined in *sub-
section (44) of section 2 of the Companies Act, 2013;
(k) “half year” means the period of six months commencing on the first day of April or
October of a financial year;
(l) “half yearly results” means the financial results prepared in accordance with these
regulations in respect of a half year;
(m) “holding company” means a holding company as defined in *sub-section (46) of
section 2 of the Companies Act, 2013;
(n) “Indian depository receipts” means Indian depository receipts as defined in *sub-
4
[(na) “Insolvency Code” means the Insolvency and Bankruptcy Code, 2016 (No. 31 of
2016);]
(o) “key managerial personnel” means key managerial personnel as defined in *sub-
(p) “listed entity” means an entity which has listed, on a recognised 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 recognised stock exchange(s);
5.5 SEBI (LODR) REGULATIONS, 2015
*Be read as ‘clause’.
2. Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regula-
tions, 2018, w.e.f. 6-9-2018.
3. Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Sixth Amendment) Regula-
tions, 2018, w.e.f. 16-11-2018.
4. Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regula-
tions, 2018, w.e.f. 31-5-2018.

(q) “listing agreement” shall mean an agreement that is entered into between a
recognised stock exchange and an entity, on the application of that entity to the
recognised stock exchange, undertaking to comply with conditions for listing of
designated securities;
(r) “main board” means main board as defined in clause (a) of sub-regulation (1) of
regulation 106N of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009;
(s) “net worth” means net worth as defined in *sub-section (57) of section 2 of the
Companies Act, 2013;
(t) “non-convertible debt securities” which is “debt securities” as defined under regu-
lation 2(1)(e) of the Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008;
(u) “non-convertible redeemable preference shares”, “perpetual debt instrument”/
“innovative perpetual debt instrument” and “perpetual non-cumulative preference
share” shall have the same meaning as assigned to them in the Securities and
Exchange Board of India (Issue and Listing of Non-Convertible Redeemable
Preference Shares) Regulations, 2013;
(v) “offer document” shall have the same meaning assigned to it under clause (x) of sub-
regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations, 2009, clause (j) of sub-
regulation (1) of regulation 2 of the Securities and Exchange Board of India (Issue
and Listing of Debt Securities) Regulations, 2008, clause (p) of sub-regulation (1) of
regulation2oftheSecuritiesandExchangeBoardofIndia(IssueandListingofNon-
Convertible Redeemable Preference Shares) Regulations, 2013, clause (r) of regu-
lation 2 of the Securities and Exchange Board of India (Mutual Funds) Regulations,
1996 and clause (l) of sub-regulation (1) of regulation 2 of the 5
[Securities and
Exchange Board of India (Issue and Listing of Securitised Debt Instruments and
Security Receipts) Regulations, 2008], as may be applicable;
(w) “promoter” and “promoter group” shall have the same meaning as assigned to them
respectively in clauses (za) and (zb) of sub-regulation (1) of regulation 2 of the
Securities and Exchange Board of India (Issue of Capital and Disclosure Require-
ments) Regulations, 2009;
(x) “public” means public as defined under clause (d) of rule 2 of the Securities
Contracts (Regulation) Rules, 1957;
(y) “public shareholding” means public shareholding as defined under clause (e) of rule
2 of the Securities Contracts (Regulation) Rules, 1957;
(z) “quarter” means the period of three months commencing on the first day of April,
July, October or January of a financial year;
(za) “quarterly results” means the financial results prepared in accordance with these
regulations in respect of a quarter;
(zb) “related party” means a related party as defined under *sub-section (76) of section
2 of the Companies Act, 2013 or under the applicable accounting standards :
6
[Provided that any person or entity belonging to the promoter or promoter group
of the listed entity and holding 20% or more of shareholding in the listed entity shall
be deemed to be a related party :]
Provided 6
[further] that this definition shall not be applicable for the units issued by
mutual funds which are listed on a recognised stock exchange(s);
(zc) “related party transaction” means a transfer of resources, services or obligations
between a listed entity and a related party, regardless of whether a price is charged
and a “transaction” with a related party shall be construed to include a single
transaction or a group of transactions in a contract :
Provided that this definition shall not be applicable for the units issued by mutual
funds which are listed on a recognised stock exchange(s);
5. Substituted for “Securities and Exchange Board of India (Public Offer and Listing of Securitised Debt
Instruments) Regulations, 2008” by the SEBI (Listing Obligations and Disclosure Requirements) (Fifth
Amendment) Regulations, 2018, w.e.f. 6-9-2018.
6. Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations,
2018, w.e.f. 1-4-2019.

(zd) “relative” means relative as defined under *sub-section (77) of section 2 of the
Companies Act, 2013 and rules prescribed thereunder :
Provided this definition shall not be applicable for the units issued by mutual fund
which are listed on a recognised stock exchange(s);
(ze) “schedule” means a schedule annexed to these regulations;
(zf) “securities laws” means the Act, the Securities Contracts (Regulation) Act, 1956, the
Depositories Act, 1996, and the provisions of the Companies Act, 1956 and Compa-
nies Act, 2013, and the rules, regulations, circulars or guidelines made thereunder;
7
[(zg) “securitized debt instruments” shall have the meaning assigned to it under the
Securities and Exchange Board of India (Issue and Listing of Securitised Debt
Instruments and Security Receipts) Regulations, 2008;]
8
[(zga) “security receipts” shall have the meaning assigned to it under the Securities and
Exchange Board of India (Issue and Listing of Securitised Debt Instruments and
Security Receipts) Regulations, 2008;]
(zh) “servicer” means servicer as defined under clause (t) of sub-regulation (1) of
regulation 2 of the 9
[Securities and Exchange Board of India (Issue and Listing of
Securitised Debt Instruments and Security Receipts) Regulations, 2008;]
(zi) “small and medium enterprises” or “SME” shall mean an entity which has issued
specified securities in accordance with the provisions of Chapter XB of the Securi-
ties and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2009;
(zj) “SME Exchange” means an SME exchange as defined under clause (c) of sub-
regulation (1) of regulation 106N of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2009;
(zk) “stock exchange” means a recognised stock exchange as defined under clause (f) of
section 2 of the Securities Contracts (Regulation) Act, 1956;
(zl) ‘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;
(zm) “subsidiary”meansasubsidiaryasdefinedunder*sub-section(87)ofsection2ofthe
Companies Act, 2013;
(2) All other words and expressions used but not defined in these regulations, but defined
in the Act or the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the
Depositories Act, 1996 and/or the rules and regulations made thereunder shall have the
same meaning as respectively assigned to them in such Acts or rules or regulations or any
statutory modification or re-enactment thereto, as the case may be.
Applicability of the regulations.
3. Unless otherwise provided, these regulations shall apply to the listed entity who has
listed any of the following designated securities on recognised stock exchange(s):
(a) specified securities listed on main board or SME Exchange or institutional trading
platform;
(b) non-convertible debt securities, non-convertible redeemable preference shares,
perpetual debt instrument, perpetual non-cumulative preference shares;
(c) Indian depository receipts;
(d) securitised debt instruments;
8
[(da) security receipts;]
(e) units issued by mutual funds;
(f) any other securities as may be specified by the Board.
7. Substituted by the SEBI (Listing Obligations and Disclosure Requirements) (Fifth Amendment) Regu-
lations, 2018, w.e.f. 6-9-2018. Prior to its substitution, clause (zg) read as under :
‘(zg) “securitised debt instruments” as defined in the Securities and Exchange Board of India (Public
Offer and Listing of Securitised Debt Instruments) Regulations, 2008;’
8. Inserted, ibid.
9. Substituted for “Securities and Exchange Board of India (Public Offer and Listing of Securitised Debt
Instruments) Regulations, 2008”, ibid.

CHAPTER II
PRINCIPLES GOVERNING DISCLOSURES AND
OBLIGATIONS OF LISTED ENTITY
Principles governing disclosures and obligations.9a
4. (1) The listed entity which has listed securities shall make disclosures and abide by its
obligations under these regulations, in accordance with the following principles :
(a) Information shall be prepared and disclosed in accordance with applicable stan-
dards of accounting and financial disclosure.
(b) The listed entity shall implement the prescribed accounting standards in letter and
spiritinthepreparationoffinancialstatementstakingintoconsiderationtheinterest
of all stakeholders and shall also ensure that the annual audit is conducted by an
independent, competent and qualified auditor.
(c) The listed entity shall refrain from misrepresentation and ensure that the informa-
tion provided to recognised stock exchange(s) and investors is not misleading.
(d) The listed entity shall provide adequate and timely information to recognised stock
exchange(s) and investors.
(e) The listed entity shall ensure that disseminations made under provisions of these
regulations and circulars made thereunder, are adequate, accurate, explicit, timely
and presented in a simple language.
(f) Channels for disseminating information shall provide for equal, timely and cost
efficient access to relevant information by investors.
(g) The listed entity shall abide by all the provisions of the applicable laws including the
securities laws and also such other guidelines as may be issued from time to time
by the Board and the recognised stock exchange(s) in this regard and as may be
applicable.
(h) The listed entity shall make the specified disclosures and follow its obligations in
letter and spirit taking into consideration the interest of all stakeholders.
(i) Filings, reports, statements, documents and information which are event based or
are filed periodically shall contain relevant information.
(j) Periodic filings, reports, statements, documents and information reports shall
contain information that shall enable investors to track the performance of a listed
entity over regular intervals of time and shall provide sufficient information to
enable investors to assess the current status of a listed entity.
(2) The listed entity which has listed its specified securities shall comply with the corporate
governance provisions as specified in Chapter IV which shall be implemented in a manner
so as to achieve the objectives of the principles as mentioned below.
(a) The rights of shareholders : The listed entity shall seek to protect and facilitate the
exercise of the following rights of shareholders :
(i) right to participate in, and to be sufficiently informed of, decisions concerning
fundamental corporate changes.
(ii) opportunity to participate effectively and vote in general shareholder meet-
ings.
(iii) being informed of the rules, including voting procedures that govern general
shareholder meetings.
(iv) opportunity to ask questions to the board of directors, to place items on the
agenda of general meetings, and to propose resolutions, subject to reasonable
limitations.
(v) Effective shareholder participation in key corporate governance decisions,
such as the nomination and election of members of board of directors.
9a. See also Clarification Thirty Seven.

(vi) exercise of ownership rights by all shareholders, including institutional
investors.
(vii) adequate mechanism to address the grievances of the shareholders.
(viii) protection of minority shareholders from abusive actions by, or in the interest
of, controlling shareholders acting either directly or indirectly, and effective
means of redress.
(b) Timely information : The listed entity shall provide adequate and timely informa-
tion to shareholders, including but not limited to the following :
(i) sufficient and timely information concerning the date, location and agenda of
general meetings, as well as full and timely information regarding the issues
to be discussed at the meeting.
(ii) Capital structures and arrangements that enable certain shareholders to
obtain a degree of control disproportionate to their equity ownership.
(iii) rights attached to all series and classes of shares, which shall be disclosed to
investors before they acquire shares.
(c) Equitable treatment : The listed entity shall ensure equitable treatment of all
shareholders,includingminorityandforeignshareholders,inthefollowingmanner:
(i) All shareholders of the same series of a class shall be treated equally.
(ii) Effective shareholder participation in key corporate governance decisions,
such as the nomination and election of members of board of directors, shall
be facilitated.
(iii) Exercise of voting rights by foreign shareholders shall be facilitated.
(iv) The listed entity shall devise a framework to avoid insider trading and abusive
self-dealing.
(v) Processes and procedures for general shareholder meetings shall allow for
equitable treatment of all shareholders.
(vi) Procedures of listed entity shall not make it unduly difficult or expensive to
cast votes.
(d) Role of stake holders incorporate governance: The listed entity shall recognise the
rights of its stakeholders and encourage co-operation between listed entity and the
stakeholders, in the following manner :
(i) The listed entity shall respect the rights of stakeholders that are established by
law or through mutual agreements.
(ii) Stakeholders shall have the opportunity to obtain effective redress for
violation of their rights.
(iii) Stakeholders shall have access to relevant, sufficient and reliable information
on a timely and regular basis to enable them to participate in corporate
governance process.
(iv) The listed entity shall devise an effective whistle blower mechanism enabling
stakeholders, including individual employees and their representative bodies,
to freely communicate their concerns about illegal or unethical practices.
(e) Disclosure and transparency : The listed entity shall ensure timely and accurate
disclosure on all material matters including the financial situation, performance,
ownership, and governance of the listed entity, in the following manner :
(i) Information shall be prepared and disclosed in accordance with the pre-
scribed standards of accounting, financial and non-financial disclosure.
(ii) Channels for disseminating information shall provide for equal, timely and
cost efficient access to relevant information by users.
(iii) Minutes of the meeting shall be maintained explicitly recording dissenting
opinions, if any.

(f) Responsibilities of the board of directors : The board of directors of the listed entity
shall have the following responsibilities :
(i) Disclosure of information :
(1) Members of board of directors and key managerial personnel shall
disclose to the board of directors whether they, directly, indirectly, or
on behalf of third parties, have a material interest in any transaction or
matter directly affecting the listed entity.
(2) The board of directors and senior management shall conduct them-
selves so as to meet the expectations of operational transparency to
stakeholders while at the same time maintaining confidentiality of
information in order to foster a culture of good decision-making.
(ii) Key functions of the board of directors—
(1) Reviewing and guiding corporate strategy, major plans of action, risk
policy, annual budgets and business plans, setting performance objec-
tives, monitoring implementation and corporate performance, and
overseeing major capital expenditures, acquisitions and divestments.
(2) Monitoring the effectiveness of the listed entity’s governance practices
and making changes as needed.
(3) Selecting, compensating, monitoring and, when necessary, replacing
key managerial personnel and overseeing succession planning.
(4) Aligning key managerial personnel and remuneration of board of
directors with the longer term interests of the listed entity and its
shareholders.
(5) Ensuring a transparent nomination process to the board of directors
with the diversity of thought, experience, knowledge, perspective and
gender in the board of directors.
(6) Monitoring and managing potential conflicts of interest of manage-
ment, members of the board of directors and shareholders, including
misuse of corporate assets and abuse in related party transactions.
(7) Ensuring the integrity of the listed entity’s accounting and financial
reporting systems, including the independent audit, and that appropri-
ate systems of control are in place, in particular, systems for risk
management, financial and operational control, and compliance with
the law and relevant standards.
(8) Overseeing the process of disclosure and communications.
(9) Monitoring and reviewing board of director’s evaluation framework.
(iii) Other responsibilities :
(1) The board of directors shall provide strategic guidance to the listed
entity, ensure effective monitoring of the management and shall be
accountable to the listed entity and the shareholders.
(2) The board of directors shall set a corporate culture and the values by
which executives throughout a group shall behave.
(3) Members of the board of directors shall act on a fully informed basis,
in good faith, with due diligence and care, and in the best interest of the
listed entity and the shareholders.
(4) The board of directors shall encourage continuing directors training to
ensure that the members of board of directors are kept up to date.
(5) Where decisions of the board of directors may affect different share-
holder groups differently, the board of directors shall treat all share-
holders fairly.

(6) The board of directors shall maintain high ethical standards and shall
take into account the interests of stakeholders.
(7) The board of directors shall exercise objective independent judgment
on corporate affairs.
(8) The board of directors shall consider assigning a sufficient number of
non-executive members of the board of directors capable of exercising
independent judgment to tasks where there is a potential for conflict of
interest.
(9) The board of directors shall ensure that, while rightly encouraging
positive thinking, these do not result in over-optimism that either leads
to significant risks not being recognised or exposes the listed entity to
excessive risk.
(10) The board of directors shall have ability to ‘step back’ to assist executive
management by challenging the assumptions underlying : strategy,
strategic initiatives (such as acquisitions), risk appetite, exposures and
the key areas of the listed entity’s focus.
(11) When committees of the board of directors are established, their
mandate, composition and working procedures shall be well defined
and disclosed by the board of directors.
(12) Members of the board of directors shall be able to commit themselves
effectively to their responsibilities.
(13) Inordertofulfiltheirresponsibilities,membersoftheboardofdirectors
shall have access to accurate, relevant and timely information.
(14) The board of directors and senior management shall facilitate the
independent directors to perform their role effectively as a member of
the board of directors and also a member of a committee of board of
directors.
(3) In case of any ambiguity or incongruity between the principles and relevant regula-
tions, the principles specified in this Chapter shall prevail.
CHAPTER III
COMMON OBLIGATIONS OF LISTED ENTITIES
General obligation of compliance.
5. 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.
Compliance Officer and his Obligations.
6. (1) A listed entity shall appoint a qualified company secretary as the compliance officer.
(2) The compliance officer of the listed entity shall be responsible for—
(a) ensuring conformity with the regulatory provisions applicable to the listed entity in
letter and spirit.
(b) co-ordination with and reporting to the Board, recognised stock exchange(s) and
depositories with respect to compliance with rules, regulations and other directives
of these authorities in manner as specified from time to time.
(c) 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.
(d) monitoring email address of grievance redressal division as designated by the listed
entity for the purpose of registering complaints by investors :

Provided that the requirements of this regulation shall not be applicable in the case
ofunitsissuedbymutualfundswhicharelistedonrecognisedstockexchange(s)but
shall be governed by the provisions of the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996.
Share Transfer Agent.
7. (1) The listed entity shall appoint a share transfer agent or manage the share transfer
facility in-house :
Provided that, in the case of in-house share transfer facility, as and when the total number
of holders of securities of the listed entity exceeds one lakh, the listed entity shall either
register with the Board as a Category II share transfer agent or appoint Registrar to an
issue and share transfer agent registered with the Board.
(2) The listed entity shall ensure that all activities in relation to 10
[***] share transfer facility
are maintained either in house or by Registrar to an issue and share transfer agent
registered with the Board.
(3) The listed entity shall submit a compliance certificate to the exchange, duly signed by
both the compliance officer of the listed entity and the authorised representative of the
share transfer agent, wherever applicable, within one month of end of each half of the
financial year, certifying compliance with the requirements of sub- regulation (2).
(4) In case of any change or appointment of a new share transfer agent, the listed entity
shall enter into a tripartite agreement between the existing share transfer agent, the new
share transfer agent and the listed entity, in the manner as specified by the Board from
time to time :
Provided that in case the existing share transfer facility is managed in-house, the
agreementreferredaboveshallbeenteredintobetweenthelistedentityandthenewshare
transfer agent.
(5) The listed entity shall intimate such appointment, referred to in sub-regulation (4), to
the stock exchange(s) within seven days of entering into the agreement.
(6) The agreement referred to in sub-regulation (4) shall be placed in the subsequent
meeting of the board of directors :
Provided that the requirements of this regulation shall not be applicable to the units issued
by mutual funds that are listed on recognised stock exchange(s).
Co-operation with intermediaries registered with the Board.
8. The listed entity, wherever applicable, shall co-operate with and submit correct and
adequate information to the intermediaries registered with the Board such as credit rating
agencies, registrar to an issue and share transfer agents, debenture trustees etc., within
timelines and procedures specified under the Act, regulations and circulars issued
thereunder :
Provided that requirements of this regulation shall not be applicable to the units issued by
mutual funds listed on a recognised stock exchange(s) for which the provisions of the
Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 shall be
applicable.
Preservation of documents.
9. Thelistedentityshallhaveapolicyforpreservationofdocuments,approvedbyitsboard
of directors, classifying them in at least two categories as follows—
(a) documents whose preservation shall be permanent in nature ;
(b) documents with preservation period of not less than eight years after completion of
the relevant transactions :
Provided that the listed entity may keep documents specified in clauses (a) and (b) in
electronic mode.
10. Words “both physical and electronic” omitted by the SEBI (Listing Obligations and Disclosure Require-
ments) (Fourth Amendment) Regulations, 2018, w.e.f. 1-4-2019.

Filing of information.
10. (1) The listed entity shall file the reports, statements, documents, filings and any other
information with the recognised stock exchange(s) on the electronic platform as specified
by the Board or the recognised stock exchange(s).
(2) The listed entity shall put in place infrastructure as required for compliance with sub-
regulation (1).
Scheme of Arrangement.11
11. The listed entity shall ensure that any scheme of arrangement/amalgamation/
merger/reconstruction/reduction of capital etc. to be presented to any Court or Tribunal
does not in any way violate, override or limit the provisions of securities laws or
requirements of the stock exchange(s) :
Provided that this regulation shall not be applicable for the units issued by Mutual Fund
which are listed on a recognised stock exchange(s).
Payment of dividend or interest or redemption or repayment.
12. The listed entity shall use any of the electronic mode of payment facility approved by
the Reserve Bank of India, in the manner specified in Schedule I, for the payment of the
following:
(a) dividends;
(b) interest;
(c) redemption or repayment amounts :
Provided that where it is not possible to use electronic mode of payment, ‘payable-at-par’
warrants or cheques may be issued :
Provided further that where the amount payable as dividend exceeds one thousand and
five hundred rupees, the ‘payable-at-par’ warrants or cheques shall be sent by speed post.
Grievance Redressal Mechanism.
13. (1) The listed entity shall ensure that adequate steps are taken for expeditious redressal
of investor complaints.
(2) The listed entity shall ensure that it is registered on the SCORES platform or such other
electronicplatformorsystemoftheBoardasshallbemandatedfromtimetotime,inorder
to handle investor complaints electronically in the manner specified by the Board.
(3) The listed entity shall file with the recognised stock exchange(s) on a quarterly basis,
within twenty one days from the end of each quarter, a statement giving the number of
investor complaints pending at the beginning of the quarter, those received during the
quarter, disposed of during the quarter and those remaining unresolved at the end of the
quarter.
(4) The statement as specified in sub-regulation (3) shall be placed, on quarterly basis,
before the board of directors of the listed entity.
Fees and other charges to be paid to the recognized stock exchange(s).
14. The listed entity shall pay all such fees or charges, as applicable, to the recognised stock
exchange(s), in the manner specified by the Board or the recognised stock exchange(s).
CHAPTER IV
OBLIGATIONS OF LISTED ENTITY WHICH HAS
LISTED ITS SPECIFIED SECURITIES
Applicability.
15. (1) The provisions of this chapter shall apply to a listed entity which has listed its
specified securities on any recognised stock exchange(s) either on the main board or on
SME Exchange or on institutional trading platform.
11. See Clarification fifteen and eighteen.

(2) The compliance with the corporate governance provisions as specified in regulations
17, 12
[17A], 18, 19, 20, 21, 22, 23, 24, 12
[24A], 25, 26, 27 and clauses (b) to (i) of sub-regulation
(2) of regulation 46 and paras C, D and E of Schedule V shall not apply, in respect of —
(a) 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 :
Provided that where the provisions of the regulations specified in this regulation
becomes 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.
(b) the listed entity which has listed its specified securities on the SME Exchange :
Provided that for other listed entities which are not companies, but body corporate
or are subject to regulations under other statutes, the provisions of corporate
governance provisions as specified in regulations 17, 12
[17A], 18, 19, 20, 21, 22, 23, 24,
12
[24A], 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and paras
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.
13
[(2A) The provisions as specified in regulation 17 shall not be applicable during the
insolvency resolution process period in respect of a listed entity which is undergoing
corporate insolvency resolution process under the Insolvency Code:
Provided that the role and responsibilities of the board of directors as specified under
regulation 17 shall be fulfilled by the interim resolution professional or resolution
professional in accordance with sections 17 and 23 of the Insolvency Code.
(2B) The provisions as specified in regulations 18, 19, 20 and 21 shall not be applicable
during the insolvency resolution process period in respect of a listed entity which is
undergoing corporate insolvency resolution process under the Insolvency Code:
Provided that the roles and responsibilities of the committees specified in the respective
regulations shall be fulfilled by the interim resolution professional or resolution profes-
sional.]
(3) Notwithstanding sub-regulation (2) above, the provisions of Companies Act, 2013 shall
continue to apply, wherever applicable.
Definitions.
16. (1) For the purpose of this chapter, unless the context otherwise requires —
(a) “control” shall have the same meaning as assigned to it under the Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regu-
lations, 2011;
(b) “independent director” means a non-executive director, other than a nominee
director of the listed entity :
(i) who, in the opinion of the board of directors, is a person of integrity and
possesses relevant expertise and experience;
(ii) who is or was not a promoter of the listed entity or its holding, subsidiary or
associate company 14
[or member of the promoter group of the listed entity];
(iii) who is not related to promoters or directors in the listed entity, its holding,
subsidiary or associate company;
(iv) who, apart from receiving director’s remuneration, has or had no material
pecuniary relationship with the listed entity, its holding, subsidiary or associ-
2018, w.e.f. 1-4-2019.
13. Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regula-
tions, 2018, w.e.f. 31-5-2018.
2018, w.e.f. 1-10-2018.

ate company, or their promoters, or directors, during the two immediately
preceding financial years or during the current financial year;
(v) none of whose relatives has or had pecuniary relationship or transaction with
the listed entity, its holding, subsidiary or associate company, or their promot-
ers, or directors, amounting to two per cent or more of its gross turnover or
total income or fifty lakh rupees or such higher amount as may be prescribed
from time to time, whichever is lower, during the two immediately preceding
financial years or during the current financial year;
(vi) who, neither himself, nor whose relative(s) —
(A) holds or has held the position of a key managerial personnel or is or has
been an employee of the listed entity or its holding, subsidiary or
associate company in any of the three financial years immediately
preceding the financial year in which he is proposed to be appointed;
(B) is or has been an employee or proprietor or a partner, in any of the three
financial years immediately preceding the financial year in which he is
proposed to be appointed, of —
(1) a firm of auditors or company secretaries in practice or cost
auditors of the listed entity or its holding, subsidiary or associate
company; or
(2) any legal or a consulting firm that has or had any transaction with
the listed entity, its holding, subsidiary or associate company
amounting to ten per cent or more of the gross turnover of such
firm;
(C) holds together with his relatives two per cent or more of the total voting
power of the listed entity; or
(D) is a chief executive or director, by whatever name called, of any non-
profit organisation that receives twenty-five per cent or more of its
receipts or corpus from the listed entity, any of its promoters, directors
or its holding, subsidiary or associate company or that holds two per
cent or more of the total voting power of the listed entity;
(E) is a material supplier, service provider or customer or a lessor or lessee
of the listed entity;
(vii) who is not less than 21 years of age;
15
[(viii) who is not a non-independent director of another company on the board of
which any non-independent director of the listed entity is an independent
director;]
(c) “material subsidiary” shall mean a subsidiary, whose income or net worth exceeds
16
[ten] per cent of the consolidated income or net worth respectively, of the listed
entity and its subsidiaries in the immediately preceding accounting year.
Explanation.—The listed entity shall formulate a policy for determining ‘material’
subsidiary.
(d) “senior management” shall mean officers/personnel of the listed entity who are
members of its core management team excluding board of directors and normally
this shall comprise all members of management one level below the 17
[chief
executiveofficer/managingdirector/wholetimedirector/manager(includingchief
executive officer/manager, in case they are not part of the board) and shall
specifically include company secretary and chief financial officer].
2018, w.e.f. 1-10-2018.
16. Substituted for “twenty”, ibid., w.e.f. 1-4-2019.
17. Substituted for “executive directors, including all functional heads”, ibid.

Board of Directors.
17. (1) The composition of board of directors of the listed entity shall be as follows :
(a) board of directors shall have an optimum combination of executive and non-
executive directors with at least one woman director and not less than fifty per cent
of the board of directors shall comprise of non-executive directors:
18
[Provided that the Board of directors of the top 500 listed entities shall have at least
one independent woman director by April 1, 2019 and the Board of directors of
the top 1000 listed entities shall have at least one independent woman director by
April 1, 2020.]
Explanation.—The top 500 and 1000 entities shall be determined on the basis of
market capitalisation, as at the end of the immediate previous financial year;]
(b) where the chairperson of the board of directors is a non-executive director, at least
one-third of the board of directors shall comprise of independent directors and
where the listed entity does not have a regular non-executive chairperson, at least
half of the board of directors shall comprise of independent directors :
Provided that where the regular non-executive chairperson is a promoter of the
listed entity or is related to any promoter or person occupying management
positions at the level of board of director or at one level below the board of directors,
at least half of the board of directors of the listed entity shall consist of independent
directors.
Explanation.—For the purpose of this clause, the expression “related to any pro-
moter” shall have the following meaning :
(i) if the promoter is a listed entity, its directors other than the independent
directors, its employees or its nominees shall be deemed to be related to it;
(ii) if the promoter is an unlisted entity, its directors, its employees or its nominees
shall be deemed to be related to it;
18
[(c) the Board of directors of the top 1000 listed entities (with effect from April 1, 2019)
and the top 2000 listed entities (with effect from April 1, 2020) shall comprise of not
less than six directors.
Explanation.—The top 1000 and 2000 entities shall be determined on the basis of
market capitalisation as at the end of the immediate previous financial year;]
18a
[(d) wherethelistedcompanyhasoutstandingSRequityshares,atleasthalfoftheboard
of directors shall comprise of independent directors.]
18
[(1A) No listed entity shall appoint a person or continue the directorship of any person as
a non-executive director who has attained the age of seventy-five years unless a special
resolution is passed to that effect, in which case the explanatory statement annexed to the
notice for such motion shall indicate the justification for appointing such a person.
(1B) With effect from April 1, 18b
[2022], the top 500 listed entities shall ensure that the
Chairperson of the board of such listed entity shall—
(a) be a non-executive director;
(b) not be related to the Managing Director or the Chief Executive Officer as per the
definition of the term “relative” defined under the Companies Act, 2013:
Provided that this sub-regulation shall not be applicable to the listed entities which do not
have any identifiable promoters as per the shareholding pattern filed with stock ex-
changes.
Explanation.—Thetop500entitiesshallbedeterminedonthebasisofmarketcapitalisation,
as at the end of the immediate previous financial year.]
(2) The board of directors shall meet at least four times a year, with a maximum time gap
of one hundred and twenty days between any two meetings.
2018, w.e.f. 1-4-2019.
18a. Inserted by the SEBI (Listing Obligations and Disclosure Requirements) (Fourth Amendment) Regula-
tions, 2019, w.e.f. 29-7-2019.
18b. Substituted for “2020” by the SEBI (Listing Obligations and Disclosure Requirements) (Amendment)
Regulations, 2020, w.e.f. 10-1-2020.

19
[(2A) The quorum for every meeting of the board of directors of the top 1000 listed
entities with effect from April 1, 2019 and of the top 2000 listed entities with effect from
April 1, 2020 shall be one-third of its total strength or three directors, whichever is higher,
including at least one independent director.
Explanation I.—For removal of doubts, it is clarified that the participation of the directors
by video conferencing or by other audio-visual means shall also be counted for the
purposes of such quorum.
Explanation II.—The top 1000 and 2000 entities shall be determined on the basis of market
capitalisation, as at the end of the immediate previous financial year.]
(3) The board of directors shall periodically review compliance reports pertaining to all
laws applicable to the listed entity, prepared by the listed entity as well as steps taken by
the listed entity to rectify instances of non-compliances.
(4) The board of directors of the listed entity shall satisfy itself that plans are in place for
orderly succession for appointment to the board of directors and senior management.
(5) (a) The board of directors shall lay down a code of conduct for all members of board
of directors and senior management of the listed entity.
(b) The code of conduct shall suitably incorporate the duties of independent directors as
laid down in the Companies Act, 2013.
(6)(a)Theboardofdirectorsshallrecommendallfeesorcompensation,ifany, paidtonon-
executive directors, including independent directors and shall require approval of share-
holders in general meeting.
(b) The requirement of obtaining approval of shareholders in general meeting shall not
apply to payment of sitting fees to non-executive directors, if made within the limits
prescribed under the Companies Act, 2013 for payment of sitting fees without approval of
the Central Government.
(c) The approval of shareholders mentioned in clause (a), shall specify the limits for the
maximum number of stock options that may be granted to non-executive directors, in any
financial year and in aggregate.
19
[(ca) The approval of shareholders by special resolution shall be obtained every year, in
which the annual remuneration payable to a single non-executive director exceeds fifty
per cent of the total annual remuneration payable to all non-executive directors, giving
details of the remuneration thereof.]
(d) Independent directors shall not be entitled to any stock option.
19
[(e) The fees or compensation payable to executive directors who are promoters or
members of the promoter group, shall be subject to the approval of the shareholders by
special resolution in general meeting, if—
(i) the annual remuneration payable to such executive director exceeds rupees 5 crore
or 2.5 per cent of the net profits of the listed entity, whichever is higher; or
(ii) where there is more than one such director, the aggregate annual remuneration to
such directors exceeds 5 per cent of the net profits of the listed entity:
Provided that the approval of the shareholders under this provision shall be valid only till
the expiry of the term of such director.
Explanation.—For the purposes of this clause, net profits shall be calculated as per section
198 of the Companies Act, 2013.]
(7) The minimum information to be placed before the board of directors is specified in Part
A of Schedule II.
(8) The chief executive officer and the chief financial officer shall provide the compliance
certificate to the board of directors as specified in Part B of Schedule II.
2018, w.e.f. 1-4-2019.

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SEBI Manual is a duly updated, amended & annotated compilation of SEBI and Securities
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Circular are given together to get a complete picture.
The Present Publication is the 36th Edition, incorporating all the amendments made up to 1st
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
SEBI Act, 1992
Volume 1
Annotated text of SEBI Act 1992/Securities Contracts (Regulation) Act 1956 with Rules/
Regulations/SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018
Volume 2
Annotated &Updated Acts /Rules/Regulations/Circulars/Master Circulars pertaining to:
Foreign Portfolio Investors
Forward Contracts/Commodity Derivatives
Volume 3
Settlement of Administrative and Civil Proceedings
Updated & Annotated text of SEBI (Listing Obligations & Disclosure Requirements) Regu-
Rs. 6895 | USD 210

Taxmann's SEBI Manual

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