Key Takeaways:
- Meetings of shareholders and their voting
- Change in name of the listed entity
- Dissemination of information on website and in newspapers
3. 3
Legends used in the Presentation
AGM/ GM Annual General Meeting NSE National Stock Exchange
BOD Board of Directors Reg. Regulation
BM Board Meeting ROC Registrar of Companies
CA, 2013 Companies Act, 2013 RPT Related Party Transactions
CA Chartered Accountant SCORES SEBI Compliant Redress System
CDSL Central Depository Services
(India) Limited
SCRA Securities Contract Regulation Act
FY Financial Year SE Stock Exchange
ID Independent Director SEBI Securities and Exchange Board of
India
LE Listed Entity Sec. Section
LODR Listing Oder and Disclosure
Requirements
SME Small and Medium Enterprises
4. 4
Presentation Schema
Meetings of
shareholders and voting
Change in name of the
Listed Entity
Case law: 63 Moons
Technologies Limited
Websites
Case law: Saamya
Biotech India Limited
Advertisements in
newspaper
Accounting Standards
5. Regulation 44-Meetings of shareholders and voting*
5
*Substituted for Voting by shareholders w.e.f. 01/04/2019
The LE shall provide the remote e-voting facility to all its shareholders for all shareholders’
resolutions
It shall be provided in compliance with the conditions specified under the Companies
(Management and Administration) Rules, 2014, or amendments made thereto.
Within 48 hours of conclusion of GM, details regarding the voting results shall be
submitted to the SE in the format specified by the Board
The LE shall send proxy forms to holders of securities in all cases mentioning that a holder
may vote either for or against each resolution
Top 100 LE shall hold their AGM within a period of 5 months from the date of closing of the
FY and they shall provide one-way live webcast of the proceedings of the AGM
Top 100 LE is determined based on the market capitalization as at the end of immediately
preceding FY
6. Regulation 45- Change in name of the LE
The LE shall change its name on satisfying the following conditions-
a) a time period of at least 1 year has elapsed from the last name change
b) at least 50% of the total revenue in the preceding 1 year period has been
accounted for by the new activity suggested by the new name or
c) the amount invested in the new activity / project is at least 50% of the assets
of the LE
If any LE has changed its activities which are not reflected in its name, it shall change its name in
line with its activities within a period of 6 months from the change of activities in compliance of
provisions as applicable to change of name prescribed under CA, 2013
6
7. 7
Contd.
Assets
•means the sum of fixed assets, advances, works in
Progress / Inventories, investments, trade receivables,
cash & cash equivalents
Advances
•shall include only those amounts extended to
contractors and suppliers towards execution of
project, specific to new activity as reflected in the new
name
For the purpose of this reg.
8. Contd.
8
On satisfying the above said conditions the LE shall file an application for name
availability with ROC
On receipt of confirmation regarding name availability from ROC, before filing the
request for change of name with the ROC as per terms provided in CA, 2013 and
rules made thereunder, the LE shall seek approval from SE by submitting a
certificate from CA stating compliance with conditions
9. Case law: 63 Moons Technologies Limited
9
Formerly “Financial Technologies (India) Limited”
Now, “63 Moons Technologies Limited”
The Company wanted to change its name and complied with the following requirements-
18/04/2016 Informed outcome of the BM for the proposed name change to the SE
22/04/2016 Sent copy of postal ballot notice, where the item for change in name was
put for approval by the shareholders
16/05/2016 Submitted Auditor’s certificate required under Reg. 45(1) to the SE
25/05/2016 Results of postal ballot
27/05/2016 Sent fresh certificate of Incorporation received from ROC for the changed
name
10. Contd.
10
Violation made by the Company-
The company has filed request for change of name to ROC before getting approval from SE
and received Certificate of Incorporation with changed name
• On receipt of certificate from CA, NSE in which the company’s securities were listed
accorded in-principle approval to the Company on 10/06/2016.
• Subsequently, NSE had withdrawn its in-principle approval on 14/06/2016
The Company thus violated reg. 45(3) of SEBI (LODR) Reg, 2015
Adjudicating officer was appointed on 11/11/2016 according to sec 15I of SEBI Act,
1992 and sec 23I of SCRA, 1956
11. Contd.
1111
Issue of show cause notice
on 1st February, 2017
Personal hearing on 12th
October, 2017
An authorised
representative
appeared on behalf
of the noticee
As to why an
inquiry should not
be conducted and
penalty should not
be imposed
Authorised representative stated that the Noticee complied with all the provisions of the Act
and gave necessary intimations to stock exchanges and denied the allegations by stating that
reg. 45(1) was complied with and reg. 45(2) & (3) was a mere technicality and made a formal
application on 31/05/2016 for change of name in the records of SE with auditor’s certificate
12. Contd.
12
Though adequate intimations were made by the Noticee, reg. 45(3) was violated
•There were no disproportionate gain or unfair advantage or specific loss to investors
or past default by the Noticee as per sec 15I of SEBI Act.
•The adjudicating officer thus ordered the minimum penalty as per sec 15HB of SEBI
Act for violating the provisions of the Act
Final Order
On 26/12/2017 Adjudicating officer imposed Rs. 1 lakh as penalty for violating
reg.45(3)
13. Regulation 46- Website
13
The LE shall maintain a functional website containing the basic details about the LE
The LE shall disseminate the following information under a separate section on its website-
Details of the business
Terms and conditions of appointment of IDs
Composition of various committees of BOD
Code of conduct of BOD and senior management personnel
Details of establishment of Whistle Blower Policy
14. Contd.
14
Criteria of making payments to non-executive directors , if the same has not been
disclosed in annual report
Policy on dealing with RPT
Policy for determining “material” subsidiaries
Details of familiarization program imparted to IDs including the following details-
Number of
programmes
attended by IDs
(during the year and
on a cumulative
basis till date)
Number of hours
spent by IDs in such
programmes (during
the year and on a
cumulative basis till
date) and
Other relevant
details
15. Contd.
15
Notice of BM where financials are discussed
Financial results, on conclusion of BM where financials are
approved
Complete copy of annual report including balance sheet, profit and
loss account, directors report, corporate governance report etc.
The email address for grievance redressal and other relevant details
Contact details of designated officials of LE who are responsible for assisting and
handling investor grievances
Financial information including-
16. Contd.
16
Shareholding pattern
Details of agreements
entered into with the media
companies and / or their
associates etc.
Schedule of analyst or
institutional investor meet
and presentations made by
the LE to analysts or
institutional investors
simultaneously with
submission to SE
New name and the old name
of the LE for a continuous
period of 1 year, from the
date of the last name change
Items which are required to
be advertised in newspapers
as per reg. 47
17. Contd.
17
• Separate audited financial statements of each subsidiary of the LE in respect of a
relevant FY, uploaded at least 21 days prior to the date of the AGM which has been
called to inter alia consider accounts of that FY
• W.e.f. 1st October, 2018, all credit ratings obtained by the LE for all its outstanding
instruments, updated immediately as and when there is any revision in any of the
ratings.
The LE shall ensure that the contents of the website are correct and any change in that
shall be updated within 2 working days from the date of change in content
18. Case law: Saamya Biotech India Limited
18
Violated the following provisions-
Reg. 13(1)- Redressal of investor grievances through SEBI SCORES platform
Reg. 36(1)- Delivery of Company’s Annual Report to its shareholders
Reg. 44(1)- Providing e-voting facility
Reg. 46(1)- Maintaining a functional website
Reg. 13(1)- The Company failed to redress investor grievance even after SEBI’s direction to
resolve the compliant
Reg. 36(1)- The Company failed to deliver its 2016-2017 Annual Report to its shareholders
Reg. 44(1)- The Company informed that it will provide e-voting facility to its shareholders for
its 15th AGM but according to CDSLs report the company did not provide any such facility to
its shareholders
Reg. 46(1)- The Company was not able to download a copy of its 15th Annual Report from its
website.
19. Contd.
19
Adjudicating officer was appointed on 21/12/2018 by SEBI
Issue of show cause
notice on 5th April, 2019
The notice was returned
undelivered
No reply even after the
specified 14 days time
period
Adjudicating Officer
thus passed the
necessary order for
violation on 28th
June, 2019
As to why an
inquiry should not
be held and penalty
should not be
imposed
Therefore, notice
was affixed on the
premises as per
Reg.7(c) of the
Adjudication Rules
on 3rd May, 2019
20. Contd.
20
Final Order-
Penalty of Rs. 25 lakhs was imposed on the noticee under sec 23 C and 23 H of SEBI
Act for violation of
Reg. 13(1)
Reg. 36(1)
Reg. 44(1)
Reg. 46(1)
21. Regulation 47- Advertisement in newspapers
21
The LE shall publish the following in the newspaper-
• notice of meeting of the BOD where financial results shall be discussed
• financial results, as specified in reg. 33, along with the modified opinion(s) or
reservation(s), if any, expressed by the auditor
• statements of deviation(s) or variation(s) as specified in reg. 32 (1) on quarterly
basis, after review by audit committee and its explanation in directors report in
annual report
• notices given to shareholders by advertisement
if the LE has submitted both standalone and consolidated financial results, the
LE shall publish consolidated financial results along with
(1) Turnover
(2) Profit before tax and
(3) Profit after tax, on a stand-alone basis, as a foot note and a reference to
the places, such as the website of LE and SE(s), where the standalone
results of the LE are available.
22. Contd.
22
A link of the website of LE and SE(s), where further details are
available shall be given as a reference in the newspaper publication
Every information in Reg.47(1) shall be published in the newspaper
and submitted to the SE(s) simultaneously. In case of financial
results, it shall be published within 48 hours of conclusion of the
meeting in which it is approved
Every information in Reg.47(1) shall be published in at least 1
English language national daily newspaper circulating in the whole
or substantially the whole of India and in 1 daily newspaper
published in the language of the region, where the registered
office of the LE is situated
•Non-applicability of this reg. – To those LE whose securities are listed on SME exchange
23. Regulation 48- Accounting Standards
23
The Listed Entity shall comply with all the applicable and notified Accounting
Standards from time to time
