LODR Checklist

LODR Compliances Checklist as on 15.04.2019

Quarterly Compliances
Sl. No.	Chapter/Regulation	Requirement	Time frame	Applicability
1.	III- 13(3)	A statement containing 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. Statement to be also placed before Board on quarterly basis.	Within 21 days from the end of each quarter
2.	IV-27(2)	A quarterly compliance report on corporate governance along with details of all material transactions with related parties. It can be signed either by Compliance Officer or the CEO. Format is Annexure I as given in SEBI  CIR/CFD/CMD/ 5 /2015 dated Sept 24, 2015.	Within fifteen days from close of the quarter	This regulation shall not be applicable to: a.a 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: However, if it becomes applicable later, such listed entity shall comply with the requirements of those regulations within six months from the date on which the provisions became applicable to the listed entity. b. Listed entity which has listed its specified securities on the SME Exchange. However, if the listed entities are not companies but body corporates subject to other statues, this regulation shall apply to the extend it does not violate their respective statues.
3	31	A statement showing holding of securities and shareholding pattern separately for each class of securities. All entities falling under promoter and promoter group shall be disclosed separately in the shareholding pattern appearing on the website of all stock exchanges having nationwide trading terminals where the specified securities of the entity are listed, in accordance with the formats specified by the Board. Hundred percent of the shareholding of promoter(s) and promoter group should be in dematerialized form.	Within twenty-one days from the end of each quarter	In case of listed entities which have listed their specified securities on SME Exchange, the above statements shall be submitted on a half yearly basis within twenty-one days from the end of each half year
4	29	Intimation about the Board meeting in which quarterly financial results are to be considered	At least five days in advance (excluding the date of the intimation and date of the meeting), and such intimation shall include the date of such meeting of board of directors
5	32	Statement of deviation for public issue, rights issue, preferential issue indicating: a. Deviation of use of proceeds from the objects stated b. category wise variation between projected and actual utilisation of funds	Quarterly basis	In case of listed entity which have listed their specified securities on SME Exchange, the statement  shall be submitted half yearly.
6	33	Quarterly and year-to-date standalone financial results are to be submitted for each quarter except the last quarter. In case of subsidiaries, in addition to the above, the listed entity shall also submit quarterly/ year-to-date consolidated financial results	Within forty-five days of end of each quarter	In case of listed entity which have listed their specified securities on SME Exchange, the statement  shall be submitted half yearly. The requirement of submitting ‘year-to-date’ financial results shall not be applicable for a listed entity which has listed their specified securities on SME Exchange.
	VI-69(1)	Submission of Indian Depository Receipt holding pattern in the specified format	Within fifteen days of end of the quarter
	Regulation 55A of the SEBI (Depositories and Participants) Regulations, 1996,	Reconciliation of share capital audit to be qualified chartered accountant or a practicing company secretary, for the purpose of reconciliation of share capital held in depositories and in physical form with the issued / listed capital.	within 30 days from the end of the Quarter

Half-yearly compliances
Sl. No.	Chapter /Regulation	Requirement	Time frame	Applicability
1.	III -7(3)	Compliance certificate signed by both the compliance officer of the listed entity and the authorised representative of the share transfer agent to ensure that all activities in relation to  share transfer facility are maintained either in house or by Registrar to an issue and share transfer agent registered with the Board.	Within one month of end of each half of the financial year
2	IV – 23(9)	Disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results. The same to be published on the website of the company also. (w.e.f 31.03.2019)	Within 30 days from the date of publication of its standalone and consolidated financial results for the half year	This regulation shall not be applicable to: a. a 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: However, if it becomes applicable later, such listed entity shall comply with the   requirements of those regulations within six months from the date on which the provisions became applicable to the listed entity. b. Listed entity which has listed its specified securities on the SME Exchange. However, if the listed entities are not companies but body corporates subject to other statues, this regulation shall apply to the extend it does not violate their respective statues.
3	29	Intimation about the Board meeting in which quarterly financial results are to be considered	At least five days in advance (excluding the date of the intimation and date of the meeting), and such intimation shall include the date of such meeting of board of directors
4	40(9)	Share transfer agent and/or the in-house share transfer facility, should produce a certificate from a practicing company secretary certifying that all certificates have been issued within thirty days of the date of lodgement for transfer, sub-division, consolidation, renewal, exchange or endorsement of calls/allotment monies. (only for physical shares)	Within one month of the end of each half of the financial year by STA. Simultaneously   to be filed by listed entity.
5	V-52	Submission of un-audited or audited financial results	Within forty-five days from the end of the half year
6	52(4)	While submitting half yearly  financial results, certain line items also needs to be disclosed which should be accompanied by a certificate signed by debenture trustee that it has taken note of the contents.
7	52 (7)	A statement indicating material deviations in the use of proceeds of issue of   non- convertible debt securities and non-convertible redeemable preference shares from the objects stated in the offer document	To be submitted along with the half yearly financial results
8	56(1)(d)	Submission of certificate regarding maintenance of 100% asset cover in respect of listed non-convertible debt securities, by either a practicing company secretary or a practicing chartered accountant	Along with the half yearly financial results	Submission of such half yearly certificates is not applicable in cases where a listed entity is a bank or non banking financial companies registered with Reserve Bank of India or where bonds are secured by a Government guarantee
9	IX-90(1)	Intimation to the recognised stock exchange(s) relating to daily Net Asset Value, monthly portfolio, half yearly portfolio of those schemes whose units are listed on the recognised stock exchange(s) in the format as specified under Securities and Exchange Board of India (Mutual Funds) Regulations, 1996 and directions issued there under	Daily, monthly, half-yearly

                                              

Annual Compliances
Sl. No.	Chapter/ Regulation	Requirement	Time frame	Applicability
1.	IV-24A	Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex with its annual report, a secretarial audit report, given by a company secretary in practice to be given in MR-3 format [SEBI vide its circular CIR/CFD/CMD1/27/2019 dated Feb 8, 2019]	Annexed to annual report	This regulation shall not be applicable to: a. a 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: However, if it becomes applicable later, such listed entity shall comply with the requirements of those regulations within six months from the date on which the provisions became applicable to the listed entity. b. Listed entity which has listed its specified securities on the SME Exchange. However, if the listed entities are not companies but body corporates subject to other statues, this regulation shall apply to the extend it does not violate their respective statues.
2	CIR/CFD/CMD1/27/2019 dated Feb 8, 2019]	Secretarial Compliance report in Annex-A format of the circular	Within 60 days of the end of the financial year
3	SEBI  CIR/CFD/CMD/ 5 /2015 dated Sept 24, 2015	A compliance report on corporate governance for the whole financial year. Format is Annexure II as given in SEBI  CIR/CFD/CMD/ 5 /2015 dated Sept 24, 2015.	End of the financial year	This regulation shall not be applicable to 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: However, if it becomes applicable at a later date, such listed entity shall comply with the requirements of those regulations within six months from the date on which the provisions became applicable to the listed entity.
4	SEBI  CIR/CFD/CMD/ 5 /2015 dated Sept 24, 2015	A compliance report on corporate governance for the whole financial year. Format is Annexure III as given in SEBI  CIR/CFD/CMD/ 5 /2015 dated Sept 24, 2015.	End of 6 months after end of financial year along-with second quarter report of next financial year	This regulation shall not be applicable to 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: However, if it becomes applicable at a later date, such listed entity shall comply with the requirements of those regulations within six months from the date on which the provisions became applicable to the listed entity.
5	29	Intimation about the Board meeting in which quarterly financial results are to be considered	At least five days in advance (excluding the date of the intimation and date of the meeting), and such intimation shall include the date of such meeting of board of directors
6	33	Audited standalone financial results to be submitted along with the audit report and Statement on Impact of Audit Qualifications (applicable only for audit report with modified opinion). In case of subsidiaries, while submitting annual audited standalone financial results, it should also submit annual audited consolidated financial results along with the audit report and Statement on Impact of Audit Qualifications (applicable only for audit report with modified opinion). However, if there is no modified opinion on audit report, a declaration to that effect should be submitted.	Within sixty days from the end of the financial year
7	34	a. Submission of Annual report b. Changes in Annual Report along with explanation for changes to be submitted	Not later than the day of commencement of dispatch to its shareholders Within 48 hours of the AGM
8	V-52	If advance intimation is given to stock exchange that the listed entity will submit audited financial results, then un-audited financial results for the last half year need not be submitted. However, if unaudited results are submitted by the listed entity, then it must also submit the audited financial results for the entire financial year	Results to be submitted within 60 days of the end of the financial year Results to be submitted as soon as they are approved by the board of directors
9	52(4)	While submitting  yearly  financial results, certain line items also needs to be disclosed which should be accompanied by a certificate signed by debenture trustee that it has taken note of the contents.
10	57(2)	Undertaking stating that all documents and intimations required to be submitted to Debenture Trustees in terms of Trust Deed and Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 have been complied with	Annual basis
	VIII-84(2)	Information regarding revision in credit rating	Annual basis

Various Committees under LODR

Chapter-IV

Sl. No.	Details	Audit Committee	Nomination and remuneration Committee	Stakeholders relationship committee	Risk Management Committee (applicable to top 500 listed entities, determined on the basis of market capitalisation, as at the end of the immediate previous financial year)
1.	Regulation	18	19	20	21
2.	No. of members	3	3	3	-
3.	Chairperson	Should be an independent director	Should be an independent director The chairperson of the listed entity, whether executive or non-executive, may be appointed as a member of the Nomination and Remuneration Committee but shall not chair such Committee	Non-executive director	Member of BOD
4.	Independent directors	2/3rd of members	½ of the members	Minimum 1 independent director	-
5.	Qualification of members	Financially literate and at least one member shall have accounting or related financial management expertise	Non-executive directors	-	Members of BOD and senior executives
6.	No. of meetings in a year	At least four times in a year and not more than one hundred and twenty days shall elapse between two meetings	At least once in a year	At least once in a year	At least once in a year
7.	Quorum	Either two members or one third of the members of the audit committee, whichever is greater, with at least two independent directors	Two members or one third of the members of the committee, whichever is greater,   including at least one independent director in attendance	-	-
8.	Presence of Chairman at AGM	Shall be present	May be present	Shall be present	-
9.	Power	To investigate any activity within its terms of reference, seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise		To specifically look into various aspects of interest of shareholders, debenture holders and other security holders	-
10.	Role and information	Part C of Schedule II	Part D of the Schedule II	Part D of the Schedule II	The board of directors shall define the role and responsibility of the Risk Management Committee and may delegate monitoring and reviewing of the risk management plan to the committee and such other functions as it may deem fit such function shall specifically cover cyber security]

Chapter -IV-Regulation 17 of LODR

Board of Directors

Sl. No.	Topic	Requirement
1.	Composition	a. not less than fifty per cent. of the board of directors (BoD) shall comprise of non-executive directors b. at least one woman director Provided that the BoD of the top 500 listed entities shall have at least one independent woman director by April 1, 2019 and the BoD of the top 1000 listed entities shall have at least one independent woman director by April 1, 2020
2.	Independent Directors	a. Chairperson is a non-executive director – at least 1/3rd of BoD should be independent b. No regular non-executive chairperson or 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 BoD or at one level below the BoD – at least 1/2of BoD should be independent
3.	No. of Directors	The BoD 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
4.	Age limit of Director	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.
5.	Chairperson (With effect from April 1, 2020, only for the top 500 listed entities)	(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 exchanges.
6.	Meetings of BOD	At least four times a year, with a maximum time gap of one hundred and twenty days between any two meetings
7.	Quorum	The quorum for every meeting of the BoD 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. Participation of the directors by video conferencing or by other audio-visual means shall also be counted for the purposes of such quorum
8.	Maximum No. of Directorships including alternate directorships	(a) A person shall not be a director in more than eight listed entities with effect from April 1, 2019 and in not more than seven listed entities with effect from April 1, 2020: Provided that a person shall not serve as an independent director in more than seven listed entities. (b) Notwithstanding the above, any person who is serving as a whole time director / managing director in any listed entity shall serve as an independent director in not more than three listed entities. For the purpose of this sub-regulation, the count for the number of listed entities on which a person is a director / independent director shall be only those whose equity shares are listed on a stock exchange.
9.	Duties and responsibilities of BoD	(a) Periodic review of compliance reports (b) Ensure proper plans for orderly succession for appointment of BoD and senior management (c) Responsible for framing, implementing and monitoring the risk management plan for the listed entity
10.	Fees and compensation	The BoD shall recommend all fees or compensation, if any, paid to non-executive directors, including independent directors and shall require approval of shareholders 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. (d) 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. (e) Independent directors shall not be entitled to any stock option. (f) 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.
11.	Code of Conduct	The BoD shall lay down a code of conduct for all members of BoD and senior management of the listed entity and also incorporate the duties of an independent director as per Companies Act, 2013.
12.	Minimum information	The minimum information to be placed before the board of directors is specified in Part A of Schedule II.
13.	Compliance Certificate	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.
14.	Evaluation of independent directors	The evaluation of independent directors shall be done by the entire board of directors which shall include - (a) performance of the directors; and (b) fulfilment of the independence criteria as specified in these regulations and their independence from the management: Provided that in the above evaluation, the directors who are subject to evaluation shall not participate.
15.	Recommendation of BoD	The statement to be annexed to the notice as referred to in sub-section (1) of section 102 of the Companies Act, 2013 for each item of special business to be transacted at a general meeting shall also set forth clearly the recommendation of the board to the shareholders on each of the specific items.

Regulation 24

Corporate governance requirements with respect to subsidiary of listed entity

Sl. No.	Topic	Requirement
1.	Independent Director	At least one independent director on the board of directors of the listed entity shall be a director on the board of directors of an unlisted materialsubsidiary, whether incorporated in India or not. Material subsidiary shall mean a subsidiary, whose   income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year Material subsidiaryshall mean a subsidiary, whose income or net worth exceeds ten percent of the consolidated income or net worth respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year. (w.e.f. 01.04.2019)
2.	Financial statements of unlisted subsidiary	The audit committee of the listed entity shall also review the financial statements, in particular, the investments made by the unlisted subsidiary
3.	Minutes of the unlisted subsidiary	The minutes of the meetings of the board of directors of the unlisted subsidiary shall be placed at the meeting of the board of directors of the listed entity.
4.	Significant transactions of the unlisted subsidiary	The management of the unlisted subsidiary shall periodically bring to the notice of the board of directors of the listed entity, a statement of all significant transactions and arrangementsentered into by the unlisted subsidiary. The term “significant transaction or arrangement” shall mean any individual transaction or arrangement that exceeds or is likely to exceed ten percent of the total revenues or total expenses or total assets or total liabilities, as the case may be, of the unlisted subsidiary for the immediately preceding accounting year.
5.	Disposal of shares by listed entity in its material subsidiary	A listed entity shall not dispose of shares in its material subsidiary resulting in reduction of its shareholding (either on its own or together with other subsidiaries) to less than fifty percent or cease the exercise of control over the subsidiary without passing a special resolution in its General Meeting. Exceptions to the above regulation: 1. Divestment is made under a scheme of arrangement duly approved by a Court/Tribunal 2. Divestment is made under a resolution plan duly approved under section 31 of the Insolvency Code and such an event is disclosed to the recognized stock exchanges within one day of the resolution plan being approved
6.	Selling, disposing and leasing of assets of the material subsidiary	Selling, disposing and leasing of assets amounting to more than twenty percent of the assets of the material subsidiary on an aggregate basis during a financial year shall require prior approval of shareholders by way of special resolution. Exceptions to the above regulation: 1. Sale/disposal/lease is made under a scheme of arrangement duly approved by a Court/Tribunal 2. Sale/disposal/lease is made under a resolution plan duly approved under section 31 of the Insolvency Code and such an event is disclosed to the recognized stock exchanges within one day of the resolution plan being approved
7.	Listed subsidiary is itself a holding company	The regulation shall apply to the listed subsidiary in so far as its subsidiaries are concerned. Company ‘A’, alisted entity has a subsidiary ‘B’ which is also a listed entity. Company ‘B’ has a Subsidiary ‘C’ which is unlisted material subsidiary. Then this regulation is applicable on Company ‘B’.
8.	Secretarial Audit	Every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex with its annual report, a secretarial audit report, given by a company secretary in practice, in such form as may be specified with effect from the year ended March 31, 2019.

Regulation 23

Related Party Transactions

Sl. No.	Topic	Requirement
1.	Definitions	(a) 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. 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. (b) Related party transaction (RPT) 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  and above definition shall not be applicable for the units issued by mutual funds which are listed on a recognised stock exchange(s).
2	Policy formulation and review of material RPT	(a) The listed entity shall formulate a policy on materiality of RPT and on dealing with RPT including clear threshold limits duly approved by the board of directors. (b) This policy to be reviewed by the board of directors at least once every three years and updated accordingly. A transaction with a related party shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceeds ten percent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity. (c) With effect from July 01, 2019,a transaction involving payments made to a related party with respect to brand usage or royalty shall be considered material if the transaction(s) to be entered into individually or taken together with previous transactions during a financial year, exceed two percent of the annual consolidated turnover of the listed entity as per the last audited financial statements of the listed entity.]
3.	Approval	All RPT shall require prior approval of the audit committee.
4.	Omnibus approval	Audit committee may grant omnibus approval for RPT proposed to be entered into by the listed entity subject to the following conditions: (a) The audit committee shall lay down the criteria for granting the omnibus approval which should be in line with RPT policy. (b)  The approval shall be applicable only for repetitive transactions. (c)  The audit committee shall satisfy itself regarding the need for such omnibus approval and that such approval is in the interest of the listed entity. (d) The approval should specify the details of the transactions such as name, nature, time-period, amount, etc. Provided that where the need for RPT cannot be foreseen and aforesaid details are not available, audit committee may grant omnibus approval for such transactions subject to their value not exceeding rupees one croreper transaction. (e)  The audit committee shall review, at least on a quarterly basis, the details of RPT entered into by the listed entity pursuant to each   of the omnibus approvals given. (f) Such omnibus approvals shall be valid for a period not exceeding one year and shall require fresh approvals after the expiry of one year.
5.	Shareholder’s approval	All materialRPT shall require shareholder’s approval. No related party shall vote to approve such resolutions whether the entity is a related party to the particular transaction or not. Exception: This sub-regulation shall not apply in respect of a resolution plan approved under section 31 of the Insolvency Code, subject tothe event being disclosed to the recognized stock exchanges within one day of the resolution plan being approved.
6.	Exemptions	The regulations pertaining to prior approval of Audit Committee, omnibus approval and shareholder’s approval shall not be applicable to transactions entered between: (a) Two government companies (b) Holding company and its wholly owned subsidiary whose accounts are consolidated with such holding company and placed before the shareholders at the general meeting for approval.
7.	Applicability	(a) The provisions of this regulation shall be applicable to all prospective transactions. (b) All existing material related party contracts or arrangements entered into prior to the date of notification of these regulations and which may continue beyond such date shall be placed for approval of the shareholders in the first General Meeting subsequent to notification of these regulations.
8.	Compliance	The listed entity shall submit within 30 days from the date of publication of its standalone and consolidated financial results for the half year, disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards for annual results to the stock exchanges and publish the same on its website.

Regulation 31A

Conditions for re-classification of any person as promoter/ public

Sl. No.	Topic	Requirement	Applicability
1.	Definitions	(a) Promoters seeking re-classification shall mean all such promoters/persons belonging to the promoter group seeking re-classification of status as public. (b) Persons related to the promoters seeking re-classification shall mean such persons with respect to that promoters seeking re-classification who fall under sub-clauses (ii), (iii) and (iv) of clause (pp) of sub-regulation (1) of regulation 2 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
2.	Procedure	Request by promoters to listed entity which includes the rationale for the same and how the conditions mentioned are satisfied ↓ BoD to analyse the request and place it before the shareholders for their approval alongwith BoD views* ↓ Approval by shareholders by passing an Ordinary resolution** ↓ Application to be made to the stock exchanges within 30 days of shareholders’ approval * Time gap of minimum 3 months and maximum 6 months between Board meeting and shareholder’s meeting ** The promoter(s) seeking re-classification and persons related to the promoter(s) seeking re-classification shall not vote to approve such re-classification request	Not applicable if re-classification of promoter(s)/ promoter group of the listed entity is as per the resolution plan approved under section 31 of the Insolvency Code, subject to the condition that such promoter(s) seeking re-classification shall not remain in control of the listed entity.
3.	Conditions to be fulfilled by promoter seeking reclassification (Prior to reclassification)	The promoters seeking re-classification and persons related to the promoters seeking re-classification shall not: (i) together, hold more than ten percent of the total voting rights in the listed entity; (ii) exercise control over the affairs of the listed entity directly or indirectly; (iii) have any special rights with respect to the listed entity   through formal or informal arrangements including through any shareholder agreements; (iv) be represented on the board of directors (including not having a nominee director) of the listed entity; (v) act as a key managerial person in the listed entity; (vi) be a ‘wilful defaulter’ as per the Reserve Bank of India Guidelines (vii) be a fugitive economic offender.	Not applicable if re-classification of promoter(s)/ promoter group of the listed entity is as per the resolution plan approved under section 31 of the Insolvency Code, subject to the condition that such promoter(s) seeking re-classification shall not remain in control of the listed entity.
4.	Conditions to be fulfilled by the listed entity	The listed entity shall: (i) be compliant with the requirement for minimum public shareholding as required under regulation 38 of these regulations; (ii) not have trading in its shares suspended by the stock exchanges; (iii) not have any outstanding dues to the Board, the stock exchanges or the depositories.	Not applicable if re-classification of promoter(s)/ promoter group of the listed entity is as per the resolution plan approved under section 31 of the Insolvency Code, subject to the condition that such promoter(s) seeking re-classification shall not remain in control of the listed entity.
5.	Conditions to be fulfilled by promoter seeking reclassification (Post reclassification)	(a)  The promoter shall continue to comply with conditions mentioned in (i), (ii), (iii) of Pt. 3 as specified above at all times from the date of such re-classification (b) The promoter shall comply with conditions mentioned at sub-clauses (iv) and (v) of clause (b) of sub-regulation 3 for a period of not less than three years from the date of such re-classification Failure to comply with the above conditions shall automatically lead to him being reclassified as promoter/ persons belonging to promoter group	Not applicable if re-classification of promoter(s)/ promoter group of the listed entity is as per the resolution plan approved under section 31 of the Insolvency Code, subject to the condition that such promoter(s) seeking re-classification shall not remain in control of the listed entity.
6.	Death, transmission, succession, inheritance and gift of shares held by a promoter/ person belonging to the promoter group	(a) immediately on such event, the recipient of such shares shall be classified as a promoter/ person belonging to the promoter group, as applicable. (b) subsequently, in case the recipient classified as a promoter/person belonging to the promoter group proposes to seek re-classification of status as public, it may do so as per the conditions and procedure mentioned above. (c) in case of death of a promoter/person belonging to the promoter group, such person shall automatically cease to be included as a promoter/person belonging to the promoter group.
7.	Listed entity with no promoters	A listed entity shall be considered as ‘listed entity with no promoters’ if due to re-classification or otherwise, the entity does not have any promoter.
8.	Compliance	The following events shall deemed to be material events and shall be disclosed by the listed entity to the stock exchanges as soon as reasonably possible and not later than twenty four hours from the occurrence of the event: (a) receipt of request for re-classification by the listed entity from the promoter(s) seeking re-classification; (b) minutes of the board meeting considering such request which would include the views of the board on the request; (c) submission of application for re-classification of status as promoter/public by the listed entity to the stock exchanges; (d) decision of the stock exchanges on such application as communicated to the listed entity.	Not applicable to (a) and (b) if re-classification of promoter(s)/ promoter group of the listed entity is as per the resolution plan approved under section 31 of the Insolvency Code, subject to the condition that such promoter(s) seeking re-classification shall not remain in control of the listed entity.
9	Public shareholder seeks to re-classify itself as promoter	If any public shareholder seeks to re-classify itself as promoter, it shall be required to make an open offer in accordance with the provisions of Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
10	Situations where promoters may desire to reclassify their holding as public	(a) Acquisition by another company (b) Marriage of a female promoter (c) Entry of a strategic investor (d) Family separation agreement (e) Exit of family members and entry of professionals

https://www.thehindubusinessline.com/companies/announcements/others/innovassynth-investments-ltd-reclassification-of-promoter-to-public-category/article26854850.ece

https://www.thehindubusinessline.com/companies/announcements/others/patel-engineering-ltd-approval-of-reclassification-of-promoter-under-regulations-31a-of-sebi-listing-obligations-and-disclosure-requirements-regulations-2015/article25971344.ece

Regulation 33

Financial results (FR)

Sl. No.	Topic	Requirement
1.	Basis for preparation of FR	(a) FR to be prepared on the basis of accrual accounting policy. (b) It should be in accordance with uniform accounting practices adopted for all the periods. (c) The quarterly and year to date results shall be prepared in accordance with the recognition and measurement principles laid down in AS 25 or AS 31, as applicable. (d) The standalone FR and consolidated FRshall be prepared as per Generally Accepted Accounting Principles in India. Provided that in addition to the above, the listed entity may also submit the financial results, as per the International Financial Reporting Standards notified by the International Accounting Standards Board. (e) Disclosures specified in Part A of Schedule IV are to be made in the FR.
2.	Approval and authentication	(a) The FR(quarterly and annual) submitted shall be approved by the board of directors alongwith a certification from the CEO and CFO that the FR do not contain any false or misleading statement or figures and do not omit any material fact which may make the statements or figures contained therein misleading. (b) The limited review report shall be placed before the board of directors, at the same meeting which approves the financial results, before being submitted to the stock exchanges.
3.	Signing of the FR	The FR(quarterly and annual)submitted to the stock exchange shall be signed by the chairperson or managing director, or a whole time director or in the absence of all of them; it shall be signed by any other director of the listed entity who is duly authorized by the board of directors to sign the financial results.
4.	Submission of quarterly and year-to-date FR	The listed entity shall submit quarterly and year-to-date standalone financial results to the stock exchange within forty-five days of end of each quarter, other than the last quarter. In case the listed entity has subsidiaries, it should also submit consolidated FR in addition to the standalone.
5.	UnauditedQuarterly and Year-to-date FR and limited review report	(a) The quarterly and year-to-date FR may be either audited or unaudited. (b) In case of unaudited FR, it should be subjected to limited review by the statutory auditors of the listed entity and shall be accompanied by the limited review report. (c) The listed entity shall ensure that the limited review or audit reports submitted to the stock exchange(s) on a quarterly or annual basis are to be given only by an auditor who has subjected himself to the peer review process of Institute of Chartered Accountants of India and holds a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. (d) The limited review report shall be placed before the board of directors, at the same meeting which approves the financial results, before being submitted to the stock exchanges. (e) The listed entity shall ensure that, for the purposes of quarterly consolidated financial results, at least eighty percent of each of the consolidated revenue, assets and profits, respectively, shall have been subject to audit or in case of unaudited results, subjected to limited review. (f) The statutory auditor of a listed entity shall undertake a limited review of the audit of all the entities/ companies whose accounts are to be consolidated with the listed entity as per AS 21 in accordance with guidelines issued by the Board on this matter.
6.	Audited Quarterly and Year-to-date FR	In case the listed entity opts to submit audited financial results, they shall be accompanied by the audit report.
7.	Annual audited FR	(a) The listed entity shall submit audited standalone FR within sixty days from the end of the financial year along with the audit report and Statement on Impact of Audit Qualifications (applicable onlyfor audit report with modified opinion). (b) In case the listed entity has subsidiaries, it should also submit audited consolidated FR along with the audit report and Statement on Impact of Audit Qualifications (applicable onlyfor audit report with modified opinion)in addition to the audited standalone FR as mentioned above. (c) In case of  audit reports with unmodified opinion, the listed entity shall furnish a declaration to that effect to the Stock Exchanges while publishing the annual audited financial results. (d) The listed entity shall also submit the audited (or limited reviewed)FR in respect of the last quarter along-with the results for the entire financial year, with a note stating that the figures of the last quarter are the balancing figures between audited figures in respect of the full financial year and the published year-to-date figures upto the third quarter of the current financial year. (e) The listed entity shall disclose, in the results for the last quarter in the financial year, by way of a note, the aggregate effect of material adjustments made in the results of that quarter which pertain to earlier periods. (f) TheStatement on Impact of Audit Qualifications (for audit report with modified opinion)and the accompanying annual audit report submitted shall be reviewed by the stock exchanges.
8	Statements to be submitted along with the FR for the half year	(a) The listed entity shall also submit as part of its standalone or consolidated financial results for the half year, by way of a note, a statement of assets and liabilities as at the end of the half-year. (b)The listed entity shall also submit as part of its standalone and consolidated financial results for the half year, by way of a note, statement of cash flows for the half-year.
9	Securities listed on SME	(a) Any reference to “quarterly/quarter” in case of listed entity which has listed their specified securities on SME Exchange shall be respectively read as “half yearly/half year”. (b) The requirement of submitting ‘year-to-date’ financial results shall not be applicable for a listed entity which has listed their specified securities on SME Exchange.

The entire contents of above document have been prepared on the basis of Information exist on  dated 15.04.2019­.  Whereas deep care has been taken by author to ensure the correctness and completeness of the information provided.This is nothing but a knowledge sharing initiative by author and author do not intend to accost any business or profession.