Master circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities
Summary
This part of the document serves as the introductory section and table of contents for SEBI's Master Circular regarding compliance with LODR Regulations. It establishes that the circular consolidates provisions from circulars issued up to June 30, 2023, and rescinds previous circulars while preserving past actions. The text outlines the applicability to listed entities and other stakeholders, directs stock exchanges and depositories to monitor implementation, and cites the legal powers under which the circular is issued. This section outlines the regulatory framework requiring listed entities to execute uniform listing agreements with stock exchanges based on specific securities regulations. It establishes that a simplified, uniform listing agreement prescribed in Annexure 1 applies across all types of securities and listed entities. Furthermore, it mandates that prior listing agreements are deemed novated under the LODR Regulations, preserving previous regulatory actions. This section defines shareholding categories, calculation methodologies for promoter and public holdings, and mandatory disclosure formats. It mandates dematerialization of promoter shares and specifies exemption
Text
This Master Circular has been prepared in order to enable the users to have access to the provisions of the applicable circulars, issued till June 30, 2023, at one place.
The circulars issued by Securities and Exchange Board of India listed out in the Appendix shall stand rescinded with the issuance of this Master Circular.
Anything done or any action taken or purported to have been done or taken under the rescinded circulars, prior to such rescission, shall be deemed to have been done or taken under the corresponding provisions of this Master Circular.
Any reference in the other circulars/ guidelines issued by SEBI containing reference to the said repealed circulars, shall be construed to be a reference to the corresponding provisions of the Master circular.
The previous operation of the rescinded circulars or anything duly done or suffered thereunder... shall remain unaffected as if the rescinded circulars have never been rescinded.
The Recognized Stock Exchanges and Depositories are directed to bring the contents of this circular to the notice of the all the stakeholders; put in place necessary systems and infrastructure for monitoring and implementation of this circular.
This circular is issued in exercise of the powers conferred under sections 11(1) and 11A of the Securities and Exchange Board of India Act, 1992 and regulation 101 of the LODR Regulations.
The requirement of executing a listing agreement with the Stock Exchange is specified under different regulations related to initial issuance of capital, the details of which are as under: Specified Securities (Equity & Convertible Securities on Main Board or SME or IGP) or Indian Depository Receipts under SEBI ICDR Regulations 7(1)(a), 62(1)(a), 104(1)(a), 183(3)(a) and 230(1)(a) read with Schedule XIX; Non-Convertible Securities under SEBI ILNS Regulations 19; Securitised Instruments under SEBI SDRSI Regulations 35A; Mutual Funds under SEBI MF Regulations 31B.
In order to give effect to the requirements of above-mentioned regulations, a simplified listing agreement which is uniform across all types of securities/listed entities is prescribed in Annexure 1 to this circular.
A listed entity which had previously entered into agreement(s) with a recognized Stock Exchange(s) to list its securities was required to execute a fresh listing agreement with such Stock Exchange within six months of the date of notification of the LODR Regulations. Notwithstanding such novation, any action taken or purported to have been done or taken by the Stock Exchanges or SEBI, any enquiry or investigation commenced or show-cause notice issued in respect of the erstwhile listing agreement shall be deemed to have been done or taken under the corresponding provisions of the LODR Regulations in force.
Regulation 31 of the LODR Regulations deals with the disclosure of shareholding pattern (also referred to as holding of specified securities) and manner of maintaining shareholding in dematerialized format.
The holding of specified securities shall be divided into the following 3 categories viz. Promoter and Promoter Group, Public and Non-Promoter Non-Public.
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Source: SecMarx — Master circular for compliance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 by listed entities. Verbatim text is public record; SecMarx structuring (linkage to applying orders) is cited to us.